990 return oforganization...

efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493135005304

Form990 Return of Organization Exempt From Income Tax OMB No 1545-0047

Under section 501 (c), 527, or 4947( a)(1) of the Internal Revenue Code ( except black lung2012benefit trust or private foundation)

Department of the Treasury

Internal Revenue Service 1-The organization may have to use a copy of this return to satisfy state reporting requirements

A For the 2012 calendar year, or tax year beginning 07-01-2012 , 2012, and ending 06-30-2013

B Check if applicableC Name of organization D Employer identification numberUPMC GROUP

F Address change 20-8295721Doing Business As

F Name change

1 Initial return Number and street (or P 0 box if mail is not delivered to street address) Room/suite E Telephone number600 GRANT STREET 58TH FLOOR

F_ TerminatedC/O CORPORATE TAX DEPARTMENT Suite

(412)647-2345-( Amended return City or town, state or country, and ZIP + 4

PITTSBURGH, PA 152191 Application pending G Gross receipts $ 9,112,164,378

F Name and address of principal officer H(a) Is this a group return forRobert DeMichiei affiliates? F Yes fl No600 Grant Street 58th FloorPittsburgh, PA 15219 H(b) Are all affiliates included? F Yes (- No

If "No," attach a list (see instructions)I Tax-exempt status F 501(c)(3) 1 501(c) ( ) I (insert no ) (- 4947(a)(1) or F_ 527

H(c) Group exemption number 0- 9707J Website : 1- www U P M C C O M

K Form of organization F Corporation 1 Trust F_ Association (- Other 0- L Year of formation 2006 M State of legal domicile PA

Summary

1 Briefly describe the organization's mission or most significant activitiesHEALTHCARE, EDUCATION, AND RESEARCH

w

2 Check this box if the organization discontinued its operations or disposed of more than 25% of its net assets

3 Number of voting members of the governing body (Part VI, line 1a) . . . . . . . 3 57

4 Number of independent voting members of the governing body (Part VI, line 1b) . . . . 4 6

5 Total number of individuals employed in calendar year 2012 (Part V, line 2a) . 5 55,304

6 Total number of volunteers (estimate if necessary) 6 5,713

7aTotal unrelated business revenue from Part VIII, column (C), line 12 . . . . . . . 7a 2,917,634

b Net unrelated business taxable income from Form 990-T, line 34 . . . . . . . 7b 128,645

Prior Year Current Year

8 Contributions and grants (Part VIII, line 1h) . 98,448,539 95,101,723

9 Program service revenue (Part VIII, line 2g) . 8,179,265,352 8,843,802,535

N 10 Investment income (Part VIII, column (A), lines 3, 4, and 7d . . . 20,996,660 20,601,023

11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) -197,962 -213,971

12 Total revenue-add lines 8 through 11 (must equal Part VIII, column (A), line12) . . . . . . . . . . . . . . . . . . 8,298,512,589 8,959,291,310

13 Grants and similar amounts paid (Part IX, column (A), lines 1-3) . 23,050,148 16,762,753

14 Benefits paid to or for members (Part IX, column (A), line 4) . 0 0

15 Salaries, other compensation, employee benefits (Part IX, column (A), lines5-10) 3,832,197,009 4,144,916,777

16a Professional fundraising fees (Part IX, column (A), line 11e) 0 0

LLJb Total fundraising expenses (Part IX, column (D), line 25) 0-4,460,762

17 Other expenses (Part IX, column (A), lines h1a-11d, 11f-24e) . . . . 4,060,414,011 4,582,187,729

18 Total expenses Add lines 13-17 (must equal Part IX, column (A), line 25) 7,915,661,168 8,743,867,259

19 Revenue less expenses Subtract line 18 from line 12 382,851,421 215,424,051

Beginning of CurrentEnd of Year

Year

-AM

20 Total assets (Part X, l i n e 1 6 ) . . . . . . . . . . . . 5,418,993,044 5,661,763,150

%TS 21 Total liabilities (Part X, line 26) . . . . . . . . . . . . 909,364,831 916,877,841

ZLL 22 Net assets or fund balances Subtract l i n e 2 1 from l i n e 20 . 4,509,628,213 4,744,885,309

lijaW Signature Block

Under penalties of perjury, I declare that I have examined this return, includinmy knowledge and belief, it is true, correct, and complete Declaration of prepspreparer has any knowledge

SignSignature of officer

Here ROBERT A DEMICHIEI SR VP and CFO

Type or print name and title

Print/Type preparer's name Preparers signature

PaidFirm's name 1- ERNST & YOUNG US LLP

Pre pare rUse Only Firm's address 0-2100 ONE PPG PLACE

PITTSBURGH, PA 15222

May the IRS discuss this return with the preparer shown above? (see instructs

For Paperwork Reduction Act Notice, see the separate instructions.

Form 990 (2012)

Statement of Program Service AccomplishmentsCheck if Schedule 0 contains a response to any question in this Part III .F

1 Briefly describe the organization's mission

SEE SCHEDULE 0

2 Did the organization undertake any significant program services during the year which were not listed onthe prior Form 990 or 990-EZ7 . . . . . . . . . . . . . . . . . . . . . . fl Yes F No

If"Yes,"describe these new services on Schedule 0

3 Did the organization cease conducting, or make significant changes in how it conducts, any programservices? . . . . . . . . . . . . . . . . . . . . . . . . . . . . F Yes F7 No

If"Yes,"describe these changes on Schedule 0

4 Describe the organization's program service accomplishments for each of its three largest program services, as measured byexpenses Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others,the total expenses, and revenue, if any, for each program service reported

4a (Code ) (Expenses $ 7,805,802,561 including grants of $ ) (Revenue $ 8,840,884,901

SEE SCHEDULE 0

4b (Code ) (Expenses $ including grants of $ ) (Revenue $

4c (Code ) (Expenses $ including grants of $ ) (Revenue $

4d Other program services (Describe in Schedule 0

(Expenses $ including grants of $ ) (Revenue $

4e Total program service expenses 1- 7,805,802,561

Form 990 (2012)

Form 990 (2012)

Checklist of Required Schedules

1 Is the organization described in section 501(c)(3) or4947(a)(1) (other than a private foundation)? If "Yes,"

complete Schedule As .

2 Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)?

3 Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to

candidates for public office? If "Yes, "complete Schedule C, Part Is . . . . . . . . . .

4 Section 501 ( c)(3) organizations . Did the organization engage in lobbying activities, or have a section 501(h)

election in effect during the tax year? If "Yes, "complete Schedule C, Part II . . . . . . . .

5 Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues,assessments, or similar amounts as defined in Revenue Procedure 98-19? If "Yes, "complete Schedule C,Part III . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6 Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have theright to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes,"complete

Schedule D, Part Is . . . . . . . . . . . . . . . . . . . . . . . .

7 Did the organization receive or hold a conservation easement, including easements to preserve open space,

the environment, historic land areas, or historic structures? If "Yes,"complete Schedule D, Part IIN . .

8 Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes,"

complete Schedule D, Part III S . .

9 Did the organization report an amount in Part X, line 21 for escrow or custodial account liability, serve as acustodian for amounts not listed in Part X, or provide credit counseling, debt management, credit repair, or debt

negotiation services? If "Yes,"complete Schedule D, Part IV . . . . . . . . . . . . . .

10 Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments,

permanent endowments, or quasi-endowments? If "Yes,"complete Schedule D, Part V .

11 If the organization's answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII,VIII, IX, or X as applicable

a Did the organization report an amount for land, buildings, and equipment in Part X, line 10?

If "Yes,"complete Schedule D, Part VI.19 . . . . . . . . . . . . . . . . . . .

b Did the organization report an amount for investments-other securities in Part X, line 12 that is 5% or more of

its total assets reported in Part X, line 16? If "Yes, "complete Schedule D, Part VII . . . . . . .

c Did the organization report an amount for investments-program related in Part X, line 13 that is 5% or more of

its total assets reported in Part X, line 16? If "Yes, "complete Schedule D, PartVIII19 . . . . . . .

d Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets

reported in Part X, line 16? If "Yes," complete Schedule D, Part IX'S . . . . . . . . . . . .

e Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part X19

f Did the organization 's separate or consolidated financial statements for the tax year include a footnote thataddresses the organization 's liability for uncertain tax positions under FIN 48 (ASC 740 )? If "Yes,"complete

Schedule D, Part X19 . .

12a Did the organization obtain separate , independent audited financial statements for the tax year?

If "Yes,"complete Schedule D, Parts XI and XII 15 . .

b Was the organization included in consolidated , independent audited financial statements for the tax year? If

"Yes,"and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional 95

13 Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes, "complete Schedule E . . .

14a Did the organization maintain an office, employees, or agents outside of the United States? . .

b Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising,business, investment, and program service activities outside the United States, or aggregate foreign investment!

valued at $100,000 or more? If "Yes, "complete Schedule F, Parts I and IV . . . . . . . . . 95

15 Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any

organization or entity located outside the United States? If "Yes," complete Schedule F, Parts II and IV

16 Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to

individuals located outside the United States? If "Yes," complete Schedule F, Parts III and IV . . . 95

17 Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Par

IX, column (A), lines 6 and 11 e? If "Yes," complete Schedule G, Part I (see instructions) . . . . 15

18 Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part

VIII, lines 1c and 8a? If "Yes, "complete Schedule G, Part II . . . . . . . . . . . . 95

19 Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If

"Yes,"complete Schedule G, Part III . . . . . . . . . . . . . . . . . . .

20a Did the organization operate one or more hospital facilities? If "Yes,"completeScheduleH . . . . 19

b If"Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?

Yes No

Yes1

2 Yes

No3

Yes4

5

6 No

7 No

8 No

9 No

10 Yes

lla Yes

Illb I No

llcl No

lid Yes

lle Yes

llf Yes

12aI No

12b Yes

13 No

14a Yes

14b Yes

1 15 No

16 No

17 No

18 Yes

19 No

Form 990 (2012)

Form 990 (2012)

Checklist of Required Schedules (continued)

21 Did the organization report more than $5,000 of grants and other assistance to any government or organization in 21 Yes

the United States on Part IX, column (A), line 1? If "Yes," complete Schedule I, Parts I and II . . .

22 Did the organization report more than $5,000 of grants and other assistance to individuals in the United States 1 22on Part IX, column (A), line 2? If "Yes, "complete Schedule I, Parts I and III . . . . . . . .

'SNo

23 Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5 about compensation of the organization'scurrent and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," 23 Yes

complete Schedule J . . . . . . . . . . . . . . . . . . . . . .

24a Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000as of the last day of the year, that was issued after December 31, 2002? If"Yes," answer lines 24b through 24d

and complete Schedule K. If "No,"go to line 25 . . . . . . . . . . . . . . . 24a Yes

b Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception? . 24b Yes

c Did the organization maintain an escrow account other than a refunding escrow at any time during the yearto defease any tax-exempt bonds? . 24c No

d Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year? 24d No

25a Section 501(c)( 3) and 501 ( c)(4) organizations . Did the organization engage in an excess benefit transaction with

a disqualified person during the year? If "Yes," complete Schedule L, Part I . . . . . . . . 15 25a No

b Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prioryear, and that the transaction has not been reported on any of the organization's prior Forms 990 or 990-EZ? If 25b No

"Yes,"complete Schedule L, Part I . . . . . . . . . . . . . . . . . . 95

26 Was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, odisqualified person outstanding as of the end of the organization's tax year? If "Yes," complete Schedu le L, 26 NoPart II . . . . . . . . . . . . . . . . . . . . . . . . . .

27 Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantialcontributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family 27 No

member of any of these persons? If "Yes,"complete Schedule L, Part III . . . . . . . . 95

28 Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IVinstructions for applicable filing thresholds, conditions, and exceptions)

a A current or former officer, director, trustee, or key employee? If "Yes,"complete Schedule L, Part

IV . . . . . . . . . . . . . . . . . . . . . . . . . . 28a Yes

b A family member of a current or former officer, director, trustee, or key employee? If "Yes,"

complete Schedule L, Part IV . . . . . . . . . . . . . . . . . . . . 28b Yes

c A n entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was

an officer, director, trustee, or direct or indirect owner? If "Yes,"complete Schedule L, Part IV . . 28c Yes

29 Did the organization receive more than $25,000 in non-cash contributions? If "Yes, "complete Schedule M 29 Yes

30 Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified

conservation contributions? If "Yes, "complete Schedule M . . . . . . . . . . . . . 30 No

31 Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N,Part I . . . . . . . . . . . . . . . . . . . . . . . . . . 31 N o

32 Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes, " completeSchedule N, Part II . . . . . . . . . . . . . . . . . . . . . 32 N o

33 Did the organization own 100% of an entity disregarded as separate from the organization under Regulations

sections 301 770 1-2 and 301 770 1-3? If "Yes," complete Schedule R, Part I . . . . . . . 33 Yes

34 Was the organization related to any tax-exempt or taxable entity? If "Yes,"complete Schedule R, Part II, III, orIV,

and Part V, line l . . . . . . . . . . . . . . . . . . . . . . . 34 Yes

35a Did the organization have a controlled entity within the meaning of section 512(b)(13)735a Yes

b If'Yes'to line 35a, did the organization receive any payment from or engage in any transaction with a controlled35b Yes

entity within the meaning of section 512 (b)(13 )? If "Yes," complete Schedule R, Part V, line 2 . . .

36 Section 501(c)( 3) organizations . Did the organization make any transfers to an exempt non-charitable related

organization? If "Yes," complete Schedule R, Part V, line 2 . . . . . . . . . . . . . IS 1 36 No

37 Did the organization conduct more than 5 % of its activities through an entity that is not a related organization

and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VI 37 No

38 Did the organization complete Schedule 0 and provide explanations in Schedule 0 for Part VI, lines 1 lb and 19?Note . All Form 990 filers are required to complete Schedule 0 . . . . . . . . . . . 38 Yes

Form 990 (2012)

Form 990 (2012)

-Statements Regarding Other IRS Filings and Tax ComplianceMEWCheck if Schedule 0 contains a res p onse to an y q uestion in this Part V .F. . . . . . . . . . . . . .

Yes No

la Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable . la 1,132

b Enter the number of Forms W-2G included in line la Enter-0- if not applicable lb 0

c Did the organization comply with backup withholding rules for reportable payments to vendors and reportablegaming (gambling) winnings to prize winners? . . . . . . . . . . . . . . . . . 1c Yes

2a Enter the number of employees reported on Form W-3, Transmittal of Wage andTax Statements, filed for the calendar year ending with or within the year coveredby this return . . . . . . . . . . . . . . . . . 2a 55,304

b If at least one is reported on line 2a, did the organization file all required federal employment tax returns?Note . If the sum of lines la and 2a is greater than 250 you may be required to e-file (see instructions)

2b Yes,

3a Did the organization have unrelated business gross income of $ 1,000 or more during the year? . . 3a Yes

b If "Yes," has it filed a Form 990-T for this year? If "No,"provide an explanation in Schedule O . . . . 3b Yes

4a At any time during the calendar year, did the organization have an interest in, or a signature or other authorityover, a financial account in a foreign country (such as a bank account, securities account, or other financialaccount)? . . . . . . . . . . . . . . . . . . . . . . . . . 4a Yes

b If "Yes," enter the name of the foreign country IT , EI , CY , CH , UK

See instructions for filing requirements for Form TD F 90-22 1, Report of Foreign Bank and Financial Accounts

5a Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? . . 5a No

b Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction? 5b No

c If"Yes,"to line 5a or 5b, did the organization file Form 8886-T?5c

6a Does the organization have annual gross receipts that are normally greater than $100,000, and did the 6a Noorganization solicit any contributions that were not tax deductible as charitable contributions? . .

b If "Yes," did the organization include with every solicitation an express statement that such contributions or giftswere not tax deductible? . 6b

7 Organizations that may receive deductible contributions under section 170(c).

a Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and 7a Yesservices provided to the payor? .

b If "Yes," did the organization notify the donor of the value of the goods or services provided? . 7b Yes

c Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required tofile Form 82827 . . . . . . . . . . . . . . . . . . . . . . . . . . 7c No

d If "Yes," indicate the number of Forms 8282 filed during the year . 7d

e Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefitcontract? . . . . . . . . . . . . . . . . . . . . . . . . . . . 7e N o

f Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? 7f No

g If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 asrequired? . 7g

h If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file aForm 1098-C? . 7h

8 Sponsoring organizations maintaining donor advised funds and section 509(a )( 3) supporting organizations. Didthe supporting organization, or a donor advised fund maintained by a sponsoring organization, have excessbusiness holdings at any time during the year? . 8 No

9 Sponsoring organizations maintaining donor advised funds.

a Did the organization make any taxable distributions under section 4966? . .

b Did the organization make a distribution to a donor, donor advisor, or related person? . .

10 Section 501(c)( 7) organizations. Enter

a Initiation fees and capital contributions included on Part VIII, line 12 . 10a

b Gross receipts, included on Form 990, Part VIII, line 12, for public use of club 10bfacilities

11 Section 501(c)( 12) organizations. Enter

a Gross income from members or shareholders . . . . . . . . 11a

b Gross income from other sources (Do not net amounts due or paid to other sourcesagainst amounts due or received from them ) . . . . . . . . . 11b

12a Section 4947( a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

b If "Yes," enter the amount of tax-exempt interest received or accrued during theyear . . . . . . . . . . . . . . . . . . . 12b

13 Section 501(c)( 29) qualified nonprofit health insurance issuers.

a Is the organization licensed to issue qualified health plans in more than one state?Note . See the instructions for additional information the organization must report on Schedule 0

b Enter the amount of reserves the organization is required to maintain by the statesin which the organization is licensed to issue qualified health plans 13b

c Enter the amount of reserves on hand 13c

9a

9b

12a

13a

14a Did the organization receive any payments for indoor tanning services during the tax year? . . . 14a No

b If "Yes," has it filed a Form 720 to report these payments? If "No,"provide an explanation in Schedule 0 . 14b

Form 990 (2012)

Form 990 (2012)

Governance , Management, and Disclosure For each "Yes"response to lines 2 through 7b below, and for a"No" response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule 0.See instructions.Check if Schedule 0 contains a response to any question in this Part VI .F

Section A . Governing Body and Management

Yes No

la Enter the number of voting members of the governing body at the end of the taxla 57

year

If there are material differences in voting rights among members of the governingbody, or if the governing body delegated broad authority to an executive committeeor similar committee, explain in Schedule 0

b Enter the number of voting members included in line la, above, who areindependent . . . . . . . . . . . . . . . . . . lb 6

2 Did any officer, director, trustee, or key employee have a family relationship or a business relationship with anyother officer, director, trustee, or key employee? 2 Yes

3 Did the organization delegate control over management duties customarily performed by or under the direct3 No

supervision of officers, directors or trustees, or key employees to a management company or other person?

4 Did the organization make any significant changes to its governing documents since the prior Form 990 wasfiled? . . . . . . . . . . . . . . . . . . . . . . . . . . 4 No

5 Did the organization become aware during the year of a significant diversion of the organization's assets? 5 No

6 Did the organization have members or stockholders? 6 Yes

7a Did the organization have members, stockholders, or other persons who had the power to elect or appoint one ormore members of the governing body? . . . . . . . . . . . . . . . . . . . 7a Yes

b Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, 7b Yesor persons other than the governing body?

8 Did the organization contemporaneously document the meetings held or written actions undertaken during theyear by the following

a The governing body? . . . . . . . . . . . . . . . . . . . . . . . . 8a Yes

b Each committee with authority to act on behalf of the governing body? 8b Yes

9 Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at theorganization's mailing address? If "Yes,"provide the names and addresses in Schedule 0 . . . . . . 9 No

Section B. Policies ( This Section B requests information about p olicies not required b y the Internal Revenue Code.)Yes No

10a Did the organization have local chapters, branches, or affiliates? 10a No

b If"Yes," did the organization have written policies and procedures governing the activities of such chapters,affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes? 10b

11a Has the organization provided a complete copy of this Form 990 to all members of its governing body before filingthe form? . . . . . . . . . . . . . . . . . . . . . . . . . . . 11a Yes

b Describe in Schedule 0 the process, if any, used by the organization to review this Form 990

12a Did the organization have a written conflict of interest policy? If "No,"go to line 13 . 12a Yes

b Were officers, directors, or trustees, and key employees required to disclose annually interests that could giverise to conflicts? . . . . . . . . . . . . . . . . . . . . . . . . . 12b Yes

c Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes,"describein Schedule 0 how this was done . 12c Yes

13 Did the organization have a written whistleblower policy? 13 Yes

14 Did the organization have a written document retention and destruction policy? . 14 Yes

15 Did the process for determining compensation of the following persons include a review and approval byindependent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

a The organization's CEO, Executive Director, or top management official 15a Yes

b Other officers or key employees of the organization 15b Yes

If "Yes" to line 15a or 15b, describe the process in Schedule 0 (see instructions)

16a Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with ataxable entity during the year? 16a Yes

b If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate itsparticipation in joint venture arrangements under applicable federal tax law, and take steps to safeguard theorganization's exempt status with respect to such arrangements? . . . . . . . . . . 16b Yes

Section C. Disclosure

17 List the States with which a copy of this Form 990 is required to be filed- NY , PA

18 Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3 )s only) available for public inspection Indicate how you made these available Check all that apply

F Own website fl Another's website 17 Upon request fl Other (explain in Schedule O )

19 Describe in Schedule 0 whether (and if so, how), the organization made its governing documents, conflict ofinterest policy, and financial statements available to the public during the tax year

20 State the name, physical address, and telephone number of the person who possesses the books and records of the organization-ROBERT A DEMICHIEI 600 GRANT STREET 58TH FLOOR PITTSBURGH, PA (412) 647-2345

Form 990 (2012)

Form 990 (2012)

Compensation of Officers , Directors ,Trustees, Key Employees, Highest CompensatedEmployees , and Independent ContractorsCheck if Schedule 0 contains a response to any question in this Part VII .F

Section A. Officers, Directors, Trustees, Kev Employees, and Highest Compensated Employees

la Complete this table for all persons required to be listed Report compensation for the calendar year ending with or within the organization'stax year* List all of the organization's current officers, directors, trustees (whether individuals or organizations), regardless of amount

of compensation Enter-0- in columns (D), (E), and (F) if no compensation was paid

* List all of the organization's current key employees, if any See instructions for definition of "key employee "

* List the organization's five current highest compensated employees (other than an officer, director, trustee or key employee)who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from theorganization and any related organizations

* List all of the organization's former officers, key employees, or highest compensated employees who received more than $100,000of reportable compensation from the organization and any related organizations

* List all of the organization's former directors or trustees that received, in the capacity as a former director or trustee of theorganization, more than $10,000 of reportable compensation from the organization and any related organizations

List persons in the following order individual trustees or directors, institutional trustees, officers, key employees, highestcompensated employees, and former such persons

fl Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee

(A)Name and Title

(B)Averagehours perweek (listany hours

(C)Position (do not check

more than one box, unlessperson is both an officerand a director/trustee)

(D)Reportable

compensationfrom the

organization (W-

( E)Reportable

compensationfrom relatedorganizations

(F)Estimated

amount of othercompensation

from thefor relatedorganizations

belowdotted line)

.ca:

J.•

4•

m_

D

0 =adoart

7

^

T 2/1099-MISC) (W- 2/1099-MISC)

organization andrelated

organizations

See Additional Data Table

Form 990 (2012)

Form 990 (2012)

Section A. Officers, Directors , Trustees , Key Employees, and Highest Compensated Employees (continued)

(A)Name and Title

(B)Averagehours perweek ( listany hours

(C)Position (do not check

more than one box, unlessperson is both an officerand a director/trustee )

(D)Reportable

compensationfrom the

organization (W-

( E)Reportable

compensationfrom related

organizations (W-

(F)Estimated

amount of othercompensation

from thefor relatedorganizations

belowdotted line )

0--

C:SL

a

747.

;3

m_

;rl

!

M=

boo

fD

ur

T

a

2/1099-MISC) 2/1099-MISC ) organization andrelated

organizations

lb Sub-Total . . . . . . . . . . . . . . . .

c Total from continuation sheets to Part VII, Section A . . . .

d Total ( add lines lb and 1c) . . . . . . . . . . . . 0- 92,941,677 8,820,369 12,187,431

Total number of individuals (including but not limited to those listed above) who received more than$100,000 of reportable compensation from the organization-4,159

Yes I No

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee

on line la? If "Yes," complete Schedule Jfor such individual . . . . . . . . . . . . . 3 Yes

4 For any individual listed on line 1a, is the sum of reportable compensation and other compensation from theorganization and related organizations greater than $150,0007 If "Yes," complete Schedule -7 for such

individual . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Yes

Did any person listed on line la receive or accrue compensation from any unrelated organization or individual for

services rendered to the organization? If "Yes,"complete Schedule J for such person . . . . . . . 5 No

Section B. Independent Contractors

1 Complete this table for your five highest compensated independent contractors that received more than $100,000 ofcompensation from the organization Report compensation for the calendar year ending with or within the organization's tax year

(A)Name and business address

(B)Description of services

(C)Compensation

Massaro Corporation , 120 Delta Drive PITTSBURGH PA 15238 GENERAL CONTRACTOR 30,630,999

Centers for Rehab Services , 625 Walnut Street MCKEESPORT PA 15132 Rehab Services 29,127,282

Barton Malow PJ Dick Joint Venture , PO Box 6774 PITTSBURGH PA 15212 General Contractor 28,838,007

Rycon Construction , 2525 Liberty Avenue PITTSBURGH PA 15222 GENERAL CONTRACTOR 20,213,039

PJ Dick Contracting , 225 North Shore Drive PITTSBURGH PA 15212 General Contractor 18,036,776

2 Total number of independent contractors (including but not limited to those listed above) who received more than$100,000 of compensation from the organization 0-167

Form 990 (2012)

Form 990 (2012)

Statement of RevenueCheck if Schedule 0 contains a response to any question in this Part VIII F

(A) (B) (C) (D)Total revenue Related or Unrelated Revenue

exempt business excluded fromfunction revenue tax underrevenue sections

512, 513, or514

la Federated campaigns . la 211,350

M b Membership dues . . . . lb6

0 E c Fundraising events . . . . 1c 885,520

d Related organizations . ld 38,772,430

tJ'E e Government grants (contributions) le 13,972,222

V f All other contributions, gifts, grants, and 1f 41,260,201^ similar amounts not included above

g Noncash contributions included in lines 1,033,300la-If $

h Total . Add lines la-1f 95,101,723

Business Codew

2a NET PATIENT REV 900099 5,784,242,547 5,782,566,261 1,676,286

b OTHER PATIENT SERV 900099 140,511,004 140,511,004

Q, c OTHER PROG SRV REV 900099 2,901,389,812 2,900,148,464 1,241,348

d FEES & CONTRACT FROM GOVT 900099 16,457,757 16,457,757AGENCIES

e JOINT VENTURE REVENUE 900099 1,201,415 1,201,415

f All other program service revenueO

g Total . Add lines 2a-2f . . . . . . . 0- 8,843,802,535

3 Investment income (including dividends, interest,and other similar amounts) . . . . . .

19,356,162 19,356,162

4 Income from investment of tax-exempt bond proceeds , , 0- 0

5 Royalties . . . . . . . . . . . 0- 0

(i) Real (ii) Personal

6a Gross rents

b Less rentalexpenses

c Rental income 0 0or (loss)

d Net rental inco me or (loss) lim- 0

(i) Securities (ii) Other

7a Gross amountfrom sales of 153,072,829 530,378assets otherthan inventory

b Less cost orother basis and 151,927,711 430,635sales expenses

c Gain or (loss) 1,145,118 99,743

d Net gain or (loss) . lim- 1,244,861 1,244,861

8a Gross income from fundraisingW events (not including

$ 885,520

of contributions reported on line 1c)W See Part IV, line 18

L a 300,751

s b Less direct expenses b 514,722

c Net income or (loss) from fundraising events . . 0- -213,971 -213,970

9a Gross income from gaming activitiesSee Part IV, line 19 . .

a

b Less direct expenses . b

c Net income or (loss) from gaming acti vities . . .- 0

10a Gross sales of inventory, lessreturns and allowances .

a

b Less cost of goods sold . b

c Net income or (loss) from sales of inventory . lim- 0

Miscellaneous Revenue Business Code

11a

b

C

d All other revenue . .

e Total.Add lines 11a-11d0

12 Total revenue . See Instructions8,959,291,310 8,840,884,901 2,917,634 20,387,053

Form 990 (2012)

Form 990 (2012)

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns All other organizations must complete column (A)

Check if Schedule 0 contains a response to any auestion in this Part IX . . . . . . . . . . . . . .

Do not include amounts reported on lines 6b,

7b, 8b, 9b, and 10b of Part VIII .

( A)

Total expenses

(B)Program service

expenses

(C)Management andgeneral expenses

(D)Fundraisingexpenses

1 Grants and other assistance to governments and organizations

in the United States See Part IV, line 2116,762,753 16,762,753

2 Grants and other assistance to individuals in theUnited States See Part IV, line 22 0

3 Grants and other assistance to governments,organizations , and individuals outside the UnitedStates See Part IV, lines 15 and 16 0

4 Benefits paid to or for members 0

5 Compensation of current officers, directors , trustees, and

key employees 86,036,526 37,313,900 48,722,626

6 Compensation not included above, to disqualified persons(as defined under section 4958(f)(1)) and personsdescribed in section 4958( c)(3)(B) . 0

7 Other salaries and wages 3,434,659,503 2,884,341,219 550,318,284

8 Pension plan accruals and contributions ( include section 401(k)and 403(b) employer contributions ) 118 ,596,536 95,451,599 23,144,937

9 Other employee benefits 330,877,910 283,177,850 47,700,060

10 Payroll taxes 174,746,302 146,536,463 28,209,839

11 Fees for services ( non-employees)

a Management 20,773,163 18,166,812 2,606,351

b Legal 14,802 ,782 2,608,784 12,193,998

c Accounting 3,618,995 3,618,995

d Lobbying 2,544,139 2,544,139

e Professional fundraising services See Part IV, line 17 0

f Investment management fees 803,576 803,576

g Other ( If line 11g amount exceeds 10% of line 25,column ( A) amount, list line 11g expenses onSchedule 0 ) . 72 ,666,909 70,626,600 2,040,309

12 Advertising and promotion 16,875,470 16,875,470

13 Office expenses 71,659,457 46,292,083 25,361,772 5,602

14 Information technology 96,647,226 29,143,921 67,501,912 1,393

15 Royalties . 0

16 Occupancy 188,178,069 164,946,361 22,792,524 439,184

17 Travel . . . . . . . . . . . 17,117,602 12,581,883 4,535,719

18 Payments of travel or entertainment expenses for any federal,state, or local public officials 0

19 Conferences , conventions , and meetings 1,445,044 1,065,886 379,158

20 Interest 6,526,327 6,450,146 76,181

21 Payments to affiliates 0

22 Depreciation , depletion, and amortization 337,995,360 337,995,360

23 Insurance 84,751,150 77,385,167 7,365,983

24 Other expenses Itemize expenses not covered above (Listmiscellaneous expenses in line 24e If line 24e amount exceeds 10%of line 25, column ( A) amount, list line 24e expenses on Schedule 0

a MEDICAL EXPENSES 1,177,331,438 1,177,331,438

b MEDICAL/PATIENT SUPPLIES 1,001,146,196 1,001,146,196

c DRUGS 438,232,258 438,232,258

d MEDICAL IMPLANTS 217,988,510 217,988,510

e All other expenses 811,084,058 723,381,902 83,687,573 4,014,583

25 Total functional expenses. Add lines 1 through 24e 8,743,867,259 7,805,802,561 933,603,936 4,460,762

26 Joint costs. Complete this line only if the organizationreported in column ( B) joint costs from a combinededucational campaign and fundraising solicitation Checkhere F- if following SOP 98-2 (ASC 958-720)

Form 990 (2012)

Form 990 (2012)

Balance SheetCheck if Schedule 0 contains a response to any question in this Part X F

(A) (B)Beginning of year End of year

1 Cash-non-interest-bearing 21,458,659 1 19,485,541

2 Savings and temporary cash investments . . . . . . . . 57,328,020 2 70,920,527

3 Pledges and grants receivable, net 2,000,000 3 0

4 Accounts receivable, net . . . . . . . . . . . . 909,528,303 4 997,672,498

5 Loans and other receivables from current and former officers, directors, trustees,key employees, and highest compensated employees Complete Part II ofSchedule L . .

0 5 0

6 Loans and other receivables from other disqualified persons (as defined undersection 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributingemployers and sponsoring organizations of section 501(c)(9) voluntary employees'beneficiary organizations (see instructions) Complete Part II of Schedule L

0 6 0

7 Notes and loans receivable, net . . . . . . . . . . . . 15,700,252 7 13,390,156

'cc8 Inventories for sale or use 29,355,321 8 31,909,272

9 Prepaid expenses and deferred charges . 10,986,337 9 13,894,687

10a Land, buildings, and equipment cost or other basisComplete Part VI of Schedule D 10a 6,035,950,550

b Less accumulated depreciation . . . . 10b 3,190,432,240 2,790,137,052 10c 2,845,518,310

11 Investments-publicly traded securities . 233,226,155 11 141,460,180

12 Investments-other securities See Part IV, line 11 41,105,023 12 152,799,754

13 Investments-program-related See Part IV, line 11 0 13 0

14 Intangible assets . . . . . . . . . . . . . . 14,167,012 14 11,006,746

15 Other assets See Part IV, line 11 . . . . . . . . . . 1,294,000,910 15 1,363,705,479

16 Total assets . Add lines 1 through 15 (must equal line 34) . 5,418,993,044 16 5,661,763,150

17 Accounts payable and accrued expenses . . . . . . . . 337,968,759 17 319,432,961

18 Grants payable . . . . . . . . . . . . . . . . 0 18 0

19 Deferred revenue . . . . . . . . . . . . . . . 32,055,191 19 18,464,818

20 Tax-exempt bond liabilities . . . . . . . . . . . . 6,667,496 20 3,969,380

21 Escrow or custodial account liability Complete Part IV of Schedule D . 0 21 0-

22 Loans and other payables to current and former officers, directors, trustees,key employees, highest compensated employees, and disqualified

persons Complete Part II of Schedule L . . . . . . . . . 0 22 0

23 Secured mortgages and notes payable to unrelated third parties 0 23 0

24 Unsecured notes and loans payable to unrelated third parties 0 24 0

25 Other liabilities (including federal income tax, payables to related third parties,and other liabilities not included on lines 17-24) Complete Part X of ScheduleD . 532, 673, 385 25 575, 010, 682

26 Total liabilities . Add lines 17 through 25 . 909,364,831 26 916,877,841

Organizations that follow SFAS 117 (ASC 958), check here 1- F and complete

lines 27 through 29, and lines 33 and 34.

C5 27 Unrestricted net assets 4,062,559,525 27 4,222,153,257

Mca

28 Temporarily restricted net assets 293,880,543 28 317,649,937

r29 Permanently restricted net assets . . . . . . . . . . 153,188,145 29 205,082,115

_Organizations that do not follow SFAS 117 (ASC 958), check here 1 andFW_complete lines 30 through 34.

30 Capital stock or trust principal, or current funds 30

31 Paid-in or capital surplus, or land, building or equipment fund 31

32 Retained earnings, endowment, accumulated income, or other funds 32

33 Total net assets or fund balances . . . . . . . . . . 4,509,628,213 33 4,744,885,309

34 Total liabilities and net assets/fund balances . . . . . . 5,418,993,044 34 5,661,763,150

Form 990 (2012)

Form 990 (2012)

« Reconcilliation of Net Assets('hark if crhariiila () rnntainc a rocnnnca to anv niiactinn in Chic Part YT 7

1 Total revenue (must equal Part VIII, column (A), line 12) . .

2 Total expenses (must equal Part IX, column (A), line 25) . .

3 Revenue less expenses Subtract line 2 from line 1

4 Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A))

5 Net unrealized gains (losses) on investments

6 Donated services and use of facilities

7 Investment expenses . .

8 Prior period adjustments . .

9 Other changes in net assets or fund balances (explain in Schedule 0)

10 Net assets or fund balances at end of year Combine lines 3 through 9 (must equal Part X, line 33,column (B))

1 8,959,291,310

2 8,743,867,259

3 215,424,051

4 4,509,628,213

5 5,857,734

6

7

8

9 13,975,311

10 4,744,885,309

Financial Statements and Reporting

Check if Schedule 0 contains a response to any question in this Part XII F

Yes No

1 Accounting method used to prepare the Form 990 fl Cash 17 Accrual (OtherIf the organization changed its method of accounting from a prior year or checked " Other," explain inSchedule 0

2a Were the organization 's financial statements compiled or reviewed by an independent accountant? 2a No

If'Yes,'check a box below to indicate whether the financial statements for the year were compiled or reviewed ona separate basis, consolidated basis, or both

fl Separate basis fl Consolidated basis fl Both consolidated and separate basis

b Were the organization 's financial statements audited by an independent accountant? 2b Yes

If'Yes,'check a box below to indicate whether the financial statements for the year were audited on a separatebasis, consolidated basis, or both

fl Separate basis F Consolidated basis fl Both consolidated and separate basis

c If"Yes,"to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of theaudit, review , or compilation of its financial statements and selection of an independent accountant? 2c Yes

If the organization changed either its oversight process or selection process during the tax year, explain inSchedule 0

3a As a result of a federal award, was the organization required to undergo an audit or audits as set forth in theSingle Audit Act and 0 MB Circular A-1 33? 3a Yes

b If"Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required 3b Yesaudit or audits , explain why in Schedule 0 and describe any steps taken to undergo such audits

Form 990 (2012)

Additional Data

Software ID:

Software Version:

EIN: 20 -8295721

Name : UPMC GROUP

Form 990, Part VII - Compensation of Officers, Directors,Trustees, Key Employees, HighestCompensated Employees, and Independent Contractors

(A) (B) (C) (D) ( E) (F)Name and Title Average Position (do not check Reportable Reportable Estimated amount

hours more than one box, compensation compensation of otherper unless person is both from the from related compensationweek an officer and a organization (W- organizations (W- from the(list director/trustee) 2/1099-MISC) 2/1099-MISC) organization andany

-nrelated

hours f moo organizationsfor s 74 m

related C: 7+_

organizations ° o '°below -dotted =71 (D mline) a'

fl,

David Baer MD1 0

Board MemberX 223,567 0 34,964

40 0

John R Blackburn III1 0

Board ChairmanX X 0 0 0

Beth Clark DO1 0


40 0

Angela Duvall1 0

Board MemberX 0 0 0

George Fleming MD1 0


40 0

James Gonsman1 0

X 0 0 0Board Treasurer

Garry Goss1 0

Board MemberX 0 0 0

Gerald Gronborg DPM1 0

Board MemberX 0 0 0

Rep Dick Hess1 0

Board MemberX 0 0 0

John Holbert1 0

Board 1st Vice ChairX 0 0 0

Mabel Jordan1 0

Board MemberX 0 0 0

David T Martin1 0

Board MemberX 0 0 0

40 0

Patricia Mueller1 0

Board SecretaryX 0 0 0

Joel Pyle R 92720121 0

Board MemberX 0 0 0

Beverly Ridenour R 92720121 0

Board MemberX 0 0 0

Todd Roadman1 0

Board 2nd Vice ChairX 0 0 0

Rev Ray Short1 0

Board 3rd Vice ChairX 0 0 0

Candi Castleberry -Singleton1 0

X 392,622 0 53,407Board Vice Chairman

40 0

Richard Farrell1 0

Board MemberX 0 0 0

George A Huber Esq1 0

Board MemberX 0 0 0

David T Martin1 0

Board MemberX 0 0 0

40 0

Tamra Minnier1 0

X 571,655 0 71,635Board Member

40 0

Mark Sevco1 0

Board MemberX 0 0 0

40 0

Thomas W Sterling1 0


Merle Taylor1 0


40 0


(A) (B) (C) (D) (E) (F)Name and Title Average Position (do not check Reportable Reportable Estimated amount

hours more than one box, compensation compensation of otherper unless person is both from the from related compensationweek an officer and a organization (W- organizations (W- from the(list director/trustee) 2/1099-MISC) 2/1099-MISC) organization andany 0 ,o = T relatedhours -D ^Z organizationsfor m o ?

related_

r.

organizations 2

^ te

below - Kdotted K mline)

Thomas Inglesby MD40 0

Board Chair and PresX X 340,371 0 88,624

John Reilly MD1 0

Board MemberX 0 0 0

William Cook1 0

Board Vice ChairmanX 0 0 0

40 0

Christopher Gessner1 0

Board Member/ SecretaryX 0 0 0

40 0

Thomas Gronow E 1120131 0

X X 194,448 0 13,086Board Chairman

40 0

Edward T Karlovich R 123120121 0


40 0

Nicholas Barcellona E 31201210 0

Treasurer and CFOX X 0 0 0

30 0

Leslie Braksick PhD1 0

Board MemberX 0 0 0

Elizabeth Concordia1 0

Board MemberX 0 0 0

60 0

Ronald R Davenport Jr1 0

Board MemberX 0 0 0

Douglas P Dick1 0

Board MemberX 0 0 0

Mary Jo Howard Dively Esq1 0


Lawrence N Gumberg1 0

Board MemberX 0 0 0

Howard W Hanna III1 0

Board MemberX 0 0 0

Arthur S Levine MD1 0

Board MemberX 0 0 0

Martha Hartle Munsch Esq1 0

Board MemberX 0 0 0

Judge Jill Rangos1 0

Board MemberX 0 0 0

Joseph C Walton1 0

Board MemberX 0 0 0

Shelia Fine1 0

Board MemberX 0 0 0

MICHAEL FLAHERTY1 0

Board MemberX 0 0 0

Diane Holder1 0


60 0


Board MemberX 0 0 0

Scott Lammie1 0

X X 0 0 0Board Member Sec and Treas

40 0

David Lewis1 0

Board MemberX 0 0 0

Ann McGuinn1 0

X 0 0 0Board Member



hours more than one box, compensation compensation of otherper unless person is both from the from related compensationweek an officer and a organization (W- organizations (W- from the(list director/trustee) 2/1099-MISC) 2/1099-MISC) organization andany 0 ,o = T relatedhours

2-D ^ Z organizations

forQ_ ^Z

m o ?related

_r.

organizations 2

^ te

abelow - Kdotted mline)

Douglas Muetzel1 0

Board MemberX 0 0 0

Laurie Mulvey1 0

Board MemberX 0 0 0

Kenneth Nash1 0

Board MemberX 0 0 0

Nikki Nordenberg1 0

Board MemberX 0 0 0

Wilford Payne1 0

Board MemberX 0 0 0

Claudia Roth PhD1 0


40 0

Loren Roth MD1 0


Jeannette South-Paul MD1 0

Board MemberX 0 0 0

40 0

Laura Thomas1 0

Board MemberX 0 0 0

Stacey Armstrong E 7120125 0

X X 165,906 0 23,366Vice President

35 0

Robert B Devlin Esq1 0

Board SecretaryX X 0 0 0

40 0

John Innocenti1 0

Board ChairmanX 0 0 0

40 0

Randall Kolb MD1 0

Board Member and PresidentX X 193,003 0 29,830

40 0

Eileen Simmons1 0

Board TreasurerX 0 0 0

40 0

Robert Blosat1 0

Board Member VP and COOX X 583,305 0 76,690

40 0

Francis Solaro MD40 0


Ann Evans20 0

Board Member Treasurer and CFOX X 0 0 0

20 0

Neil Y Van Horn1 0

Board MemberX 0 0 0

Marshall Webster MD1 0

Board MemberX 0 0 0

60 0

Deborah S Brodine40 0


10


Board MemberX 0 0 0

60 0

Edward T Karlovich1 0

Board MemberX 0 0 0

40 0

Stephen Nimmo Esq1 0

Board Member and SecretaryX X 488,231 0 85,901

40 0

Jerome Shaffer40 0

Board Member Treasurer and CFOX X 280,967 0 34,404

10


Board Member and PresidentX X 0 0 0

40 0





forQ- ^Z

m o ?related

_r.

organizations 2

^ te

abelow - KD --dotted mline)

Peter W Eisenbrandt1 0

Board MemberX 0 0 0

Daniel Grant E61201310 0

Vice Pres and COOX X 0 245,857 30,262

30 0

Barb Grossman1 0

Board MemberX 0 0 0

Richard Hamilton1 0

Board MemberX 0 0 0

John D Houston II1 0

Board Treas and Board SecX 0 0 0

Margaret M Kimmel PhD1 0

Board MemberX 0 0 0

David A Nace MD1 0


40 0

Anne Newman1 0

Board MemberX 0 0 0

William A Nigro2 0

Treasurer and CFOX X 0 119,593 15,263

40 0

Rev Scott Quinn1 0

Board MemberX 0 0 0

Joan Rogers1 0

X 0 0 0Board Member

Jerome Shaffer1 0

Board MemberX 0 0 0

40 0

William E Troup R 41820131 0

X 0 0 0Board Member

Neil Y Van Horn1 0


Bryant Wesley Esq E 6120131 0

X X 195,195 0 16,889Secretary

40 0

Bryan Donohue MD40 0

President/Board MemberX X 428,257 0 24,679

loon Sup Lee MD1 0

X X 0 0 0Secretary/Board Member

40 0

Robert Blosat1 0

Treasurer/Board MemberX X 0 0 0

40 0

Michael Anderson R 311201340 0

Board SecretaryX 177,978 0 15,628

G Nicholas Beckwith1 0

Board MemberX 0 0 0

Brian Fritz R 531201340 0

X X 153,217 0 25,450Board Treasurer/ CFO

Timothy Gaul1 0


Edward Karlovich1 0

Board MemberX 0 0 0

40 0

Kotayya Kondaveeti MD1 0

Board MemberX 450,000 0 0

40 0

Sean Logan1 0

X X 232,987 0 16,690Board Chairman

40 0





forQ- ^Z

m o ?related

_r.

organizations 2

te


Tamra Minton E 311201340 0

X X 188,358 0 17,467Board Secretary

Eileen Simmons E 6120135 0

Board Treasurer/ CFOX X 374,382 0 28,484

40 0

Robert Voinchet1 0


40 0

Robert Blosat1 0

Board MemberX 0 0 0

40 0

Robert J Maha MD R 1031201240 0

Board Chairman and PresidentX X 570,523 0 31,650

Paul Mark Paris MD1 0

Board Vice Chair and V PresideX X 171,661 0 14,702

40 0

Teresa G Petrick1 0

Board MemberX 0 0 0

40 0

Mark Sevco1 0

Board MemberX 0 0 0

40 0

Ann Evans1 0

Board MemberX 0 0 0

40 0

Richard Wadas MD E 111201240 0



Board MemberX 0 0 0

60 0

Donald M Yealy MD1 0

Board MemberX 0 0 0

40 0

Robert Blosat1 0


40 0

Ann Evans1 0

Board Treasuer/CFOX X 0 0 0

40 0

Philip M Cacchione40 0

Board Chairman/PresidentX X 522,776 0 36,192

Paula Garafola1 0

Board MemberX 0 0 0

Diane Holder1 0


60 0


Board MemberX 0 0 0

Sheryl Kashuba Esq E 920121 0

X X 174,335 44,353 23,795Secretary and CLO

40 0

John Lovelace5 0

Board Member and PresidentX X 0 534,065 68,568

40 0

Christina Mikolay1 0

Board MemberX 0 0 0

Stephen Perkins MD1 0

Board MemberX 0 373,311 57,603

40 0

Daniel Vukmer Esq R 920125 0

X X 0 379,616 27,282Secretary and CLO

40 0


Board MemberX 0 0 0

John Innocenti0 0

Board Member and V PresidentX X 0 0 0

40 0





forQ- ^Z

m o ?related

_r.

organizations 2

^ te


Roger A Oxendale0 0

Board MemberX 0 0 0



40 0


Board MemberX 0 0 0

Daniel Grant E61201310 0

Vice Pres and COOX X 0 0 0

30 0

Barb Grossman1 0

Board MemberX 0 0 0

Richard Hamilton1 0

Board MemberX 0 0 0


Board Treas and Board SecX 0 0 0

Margaret M Kimmel PhD1 0

Board MemberX 0 0 0

David A Nace MD1 0

Board MemberX 0 0 0

40 0

Anne Newman1 0

Board MemberX 0 0 0

Rev Scott Quinn1 0

X 0 0 0Board Member

Joan Rogers1 0

Board MemberX 0 0 0

Jerome Shaffer1 0

Board MemberX 0 0 0

40 0


Board MemberX 0 0 0

Neil Van Horn1 0


Bryant Wesley Esq E 6120131 0

SecretaryX X 0 0 0

40 0

John Campbell CPA1 0

Board MemberX 0 0 0

Tulio Estrada MD1 0


40 0

Linda Evans1 0

Board Member Treasurer/SecretaX 0 0 0

Steve Gargasz1 0

Board MemberX 0 0 0

David Gibbons R 131131 0

X 0 0 0Board Member

40 0

Hendley Hoge1 0

Board MemberX 0 0 0

Olivia Lazor1 0

Board MemberX 0 0 0

David T Martin1 0

Board MemberX 0 0 0

40 0

Ronald McCall1 0

Board MemberX 0 0 0





forQ- ^Z

m o ?related

_r.

organizations 2

^ te


Frank Mindicino CFP1 0


Donald Owrey40 0

PresidentX X 358,183 0 56,033

10

Jason Roeback E 2420131 0

X 0 0 0Board member

40 0

Rev Martin Roth1 0

Board MemberX 0 0 0

Roy J Sartori DO1 0


40 0

David Shulik40 0

CFOX X 174,867 0 28,163

10

Noreen Stegkamper1 0

Board MemberX 0 0 0

Troy VanAken1 0

Board MemberX 0 0 0

Joseph P Walton1 0


Michael Walton1 0

Board MemberX 0 0 0

John Waters1 0

Board MemberX 0 0 0

Rod E Wilt1 0

Board MemberX 0 0 0

Russell Adkins1 0

Board MemberX 0 0 0

Kelly Bailey1 0

Board Treasurer/ SecretaryX 0 0 0

Sam Bellich1 0

Board MemberX 0 0 0

Steve Bible1 0


Sarah Boland1 0

Board MemberX 0 0 0

Gizelle Dean1 0

Board MemberX 0 0 0

Rose DoCampo1 0

X 0 0 0Board Member

Julie Dolan1 0

Board MemberX 0 0 0

Jeanne Endicott1 0

Board MemberX 0 0 0

Roberta Goldstone E 3120131 0

Board MemberX 0 0 0

Elizabeth Izenas1 0

Board MemberX 0 0 0

Kevin McDermott E 3120131 0

X 0 0 0Board Member

Joni Murray1 0


40 0





forQ_ ^Z

m o ?related

_r.

organizations 2

^ te


Kevin Orsinger R 3120131 0

X 0 0 0Board Vice Chairman/ Board Mem

Rhonda Paglia R 10820121 0

Board MemberX 0 0 0

Jessica Phillips1 0

Board MemberX 0 0 0

Susan Riley E 1120131 0


40 0

Lorne Speir-Chrastina1 0

Board MemberX 0 0 0

Rev Lee Weber1 0

Board MemberX 0 0 0

Charles Bogosta1 0


60 0

Robert A DeMichiei1 0

Board MemberX 0 0 0

60 0

Daniel Drawbaugh1 0


60 0

Edward Marinzel1 0


40 0

Charles Bogosta1 0


60 0

John Kuzmishin5 0

Board Member and Treas/Sec/ CFX X 604,594 0 70,657

40 0

Rose Almon-Martin1 0


Mark Aloe1 0

Board MemberX 0 0 0

Chief Judge Donetta Ambrose1 0

X 0 0 0Board Vice Chairman

Michele Atkins1 0

Board MemberX 0 0 0

Deborah Barbarita1 0

Board MemberX 0 0 0

Richard Beigi E 7120121 0



Board MemberX 0 0 0

60 0

Leslie C Davis40 0

President/ Board MemberX X 756,195 0 86,537

10

Gregory Dell'Omo1 0

Board MemberX 0 0 0



W Allen Hogge MD1 0

Board MemberX 0 0 0

40 0

Margaret P Joy1 0

Board MemberX 0 0 0

Joseph Kelley5 0


40 0





forQ_ ^Z

m o ?related

_r.

organizations 2

^ te



Board MemberX 0 0 0

Barbara Mistick1 0

Board MemberX 0 0 0

William Pietragallo II Esq1 0

X X 0 0 0Board Chairman


Board MemberX 0 0 0

40 0

Kathy Mayle Towns1 0

Board MemberX 0 0 0

Mehboob Chaudhry MD E 71201240 0

Board Member/ Med Staff PresX 12,500 0 2

Sue Ann Striffler Galaski1 0

X 0 0 0Board Member

D James Heatherington1 0

Board Chairman/ VPX X 0 0 0


Board MemberX 0 0 0

Jo Ellen Kenney1 0

Board MemberX 0 0 0

Irving J Latterman1 0

X 0 0 0Board Member

Rebecca Shaw McHolme JD1 0

Board Vice Chairman/ PresX X 0 0 0

Curtiss E Porter PhD1 0

Board MemberX 0 0 0

Sandy Rader1 0


40 0

Mary Pat Soltis1 0

Board MemberX 0 0 0


Board MemberX 0 0 0

40 0

Thomas W Sterling1 0

Board MemberX 0 0 0

Merle Taylor40 0

Board SecretaryX 182,791 0 22,473

10

Michael Tranovich MD R 63020131 0

X 0 0 0Board Member

Hugh Brannan1 0

Board MemberX 0 0 0

Robert J Cindrich Esq1 0

Board MemberX 0 0 0

60 0


Board MemberX 0 0 0

William Cook40 0

President/ Board MemberX X 562,349 0 62,759

10

Renee Crosby-Skinner1 0

Board MemberX 0 0 0

Dr Ross DiMarco1 0

X 0 0 0Board Member





forQ_ ^Z

m o ?related

_r.

organizations 2

^ te


Lawrence A DiNardo VE JCL1 0

X 0 0 0Board Member

Charles] Dougherty PhD1 0

Board MemberX 0 0 0

Korry Green Esq1 0

X 0 0 0Board Member


Board MemberX 0 0 0

40 0

Maureen Lally-Green1 0

Board Member/ ChairmanX X 0 0 0

Judith K Linaburg1 0

Board MemberX 0 0 0

F J Luccino1 0

Board MemberX 0 0 0

Wilma McNeese1 0

Board MemberX 0 0 0

Rachel Riley-Lavelle1 0

Board MemberX 0 0 0

Joseph J Whiteside R 82120121 0

Board MemberX 0 0 0

Larry Adams1 0

Board MemberX 0 0 0

Randall Boggess1 0


40 0

Joseph Carrico EdD E 1120131 0

X 0 0 0Board Member

James L Daugherty1 0

Board MemberX 0 0 0

David Gibbons R 731201210 0

President/ Board MemberX X 180,959 289,546 49,401

30 0

Michelle Hartle R 123120121 0

Board MemberX 0 0 0

James Heasley1 0

Board MemberX 0 0 0

Denise Jones1 0

Board MemberX 0 0 0

Patricia Kaufman1 0

Board MemberX 0 0 0

James E Knarr DMD1 0


David Martin1 0

Board MemberX 0 0 0

40 0

David McCandless MD1 0


40 0

Robert McFate Esq1 0

Board MemberX 0 0 0

Marilyn Neely-Gabrys1 0

Board MemberX 0 0 0

Rina Nerlich1 0

Board Vice ChairX 0 0 0





forQ- ^Z

m o ?related

_r.

organizations 2

^ te


Thomas Newman E 61201310 0

Chief Financial OfficerX 0 0 0

30 0

Donald Owrey1 0

Board MemberX 0 0 0

40 0

Dave Patton 8112-1311340 0

X 163,956 0 24,712President/Board Member

Jason Roebeck E 2420131 0

President/Board MemberX 0 372,260 30,774

40 0

Mark Salerno MD1 0

Board MemberX 0 0 0

Linda Schell1 0

Board Member/ SecretaryX 0 0 0

William Shaffner Esq1 0


40 0

James Williams1 0

Board MemberX 0 0 0

Terry Wood1 0

Board MemberX 0 0 0

Christopher Stockhausen1 0

Board Member Sec and TreasX X 0 0 0

40 0

James W Boyle MD1 0


40 0

Gary Bucciarelli1 0

Board MemberX 0 0 0

Eric Cartwright1 0


40 0

ROBERT A DEMICHIEI1 0

Board MemberX 0 0 0

60 0

Ralph T DeStefano40 0


Edward A Dills1 0

Board MemberX 0 0 0

Debra A Dinnocenzo1 0

Board MemberX 0 0 0

Francis W Finley Jr1 0


Bradley Franc E 420131 0

Board MemberX 0 0 0

Anthony Greco R 125121 0

Board MemberX 0 0 0

Richard S Hamilton1 0



Board MemberX 0 0 0


Board MemberX 0 0 0

Sister Candace Introcaso1 0

Board MemberX 0 0 0

Franklin H Kelly1 0

Board MemberX 0 0 0



hours more than one box, compensation compensation of otherper unless person is both from the from related compensationweek an officer and a organization (W- organizations (W- from the(list director/trustee) 2/1099-MISC) 2/1099-MISC) organization andany 0 ,o = T relatedhours -D ^Z organizationsfor m o ?

related_

r.

organizations 2

^ te

below - Kdotted K mline)

Patricia J Kutcher1 0

Board MemberX 0 0 0

loon Sup Lee MD1 0

Board MemberX 0 0 0

40 0

Joseph F Long1 0

Board MemberX 0 0 0

Judith Olson E 420131 0

Board MemberX 0 0 0

Gregory K Peaslee1 0

Board MemberX 0 0 0

60 0

Elmer J Sigety Sr R 1120121 0

Board Second Vice ChairmanX 0 0 0

Daniel R Sullivan MD1 0

Board First Vice ChairmanX 389,415 0 16,511

40 0



Donna Jasko1 0

Board Member and SecX 234,223 0 29,536

40 0

David Martin1 0


40 0

Dennis H Tomassetti R 3120131 0

X X 0 0 0Board Member and Treasurer

40 0

Thomas Newman E 3120131 0

Board Member and TreasurerX 0 0 0

40 0

G Nicholas Beckwith III1 0

X X 0 0 0Board Chairman

Jay W Cleveland Jr E 7120121 0

Board MemberX 0 0 0

Karen Wolk Feinstein PhD1 0

X 0 0 0Board Member

Randy P Juhl PhD1 0

Board Member/ 2nd ChairX 0 0 0

Mark J Laskow1 0

Board First Vice ChairmanX 0 0 0


Board MemberX 0 0 0

W Duff McCrady1 0

Board MemberX 0 0 0

Jeffrey A Romoff1 0

Board MemberX 0 0 0

60 0


X 0 0 0Board Member

40 0

Donald Yealy MD E 7120131 0

Board MemberX 0 0 0

40 0

Alexander J Ciocca Esq1 0

X X 303,470 0 35,662Board Member and Asst Sec

40 0

Peter Counihan E 7120121 0


40 0

Edward J Donnelly III MD1 0


40 0





forQ- ^Z

m o ?related

_r.

organizations 2

^ te


James M Ferguson III1 0

X 0 0 0Board V Chair and Board Treas

Kevin Garrett MD1 0


40 0

John R Hamilton1 0

Board MemberX 0 0 0

Robert Hofmann1 0

Board MemberX 0 0 0

Scott Lammie1 0

X 0 0 0Board Member

40 0

Eric Oberg E 11120121 0

Board MemberX 0 0 0

Reverand James Shoucair E 1112011 0

X 0 0 0Board Member

Valerie C Trott1 0


40 0

Neil Y Van Horn1 0


Paul Vey1 0

Board MemberX 0 0 0

V Thomas Worrall MD1 0


40 0

Deborah Brodine1 0


40 0

Timothy Brooks1 0

Board MemberX 0 0 0

David Gibbons1 0


40 0

William Nigro1 0

Board Member Treas and CFOX X 0 0 0

Nancy Pastorius40 0

Board Secretary and COOX X 101,743 0 19,220

David Patton E 81 R 131131 0

X X 0 0 0Board Chairman/President

Jason Roebeck E 2120131 0

Board Chairman/PresidentX X 0 0 0

40 0

William Cook1 0

Board MemberX 0 0 0

40 0

Christopher A Gessner1 0

Board Vice Chair and V PresidX 0 0 0

40 0


Board MemberX 0 0 0

40 0


Board MemberX 0 0 0

David Martin1 0

Board MemberX 0 0 0

40 0


Board Chairman and PresidentX X 0 0 0

60 0

Charles Bogosta1 0

President/ Vice ChairX X 0 0 0

60 0





forQ- ^Z

m o ?related

_r.

organizations 2

^ te



Board MemberX 0 0 0

60 0

Nancy Davidson1 0

Board MemberX 0 0 0

Sy Holzer1 0

Board MemberX 0 0 0

Scott Lammie1 0

Board MemberX 0 0 0

40 0

Stanley Marks MD40 0

Board ChairmanX X 1,058,078 962,451 231,122

Derek Angus MD40 0

Board Member and Dept ChairX 495,321 0 24,005

K Ty Bae MD40 0



Board MemberX 0 0 0

Timothy Robert Billiar MD40 0

Board Secretary and Dept ChairX 804,098 234,185 56,560

Michael Boninger MD40 0


Jerome Cochran1 0

Board MemberX 0 0 0

Leslie C Davis1 0

Board MemberX 0 0 0

40 0

Robert P Edwards MD40 0


Louis D Falo Jr MD40 0


Robert M Friedlander MD40 0

Board Member and Dept ChairX 1,436,921 0 24,947

Freddie H Fu MD40 0


Christopher A Lessner1 0

Board MemberX 0 0 0

40 0

Joel S Greenberger MD40 0



Board MemberX 0 0 0

W Allen Hogge MD40 0


10

Jonas T Johnson MD40 0

Board Member/Dept Chair/TreasX X 758,124 0 25,701

James Kang MD E 11201340 0


loon Sup Lee MD40 0

Board MemberX 949,872 50,000 23,353

10


Board MemberX 0 0 0

David A Lewis MD40 0





a2-D-

^] Z organizationsfor

Q_ ^Zm

ELo ?

related_

r.

organizations - 2

te


James D Luketich MD40 0


George K Michalopoulos MD40 0


Victor Morell MD40 0

Board MemberX 2,183,917 0 25,834

Kenneth C Nash MD40 0


Joel B Nelson MD40 0


Mark A Nordenberg1 0

Board MemberX 0 0 0

Roberto Ortiz-Aguayo MD40 0


Michael Ost MD E 11201340 0


Charissa Pacella E 11201340 0

Board MemberX 0 0 0


Board MemberX 0 0 0

60 0

David Hirsch Perlmutter MD40 0


John J Reilly MD40 0


Jeffrey A Romoff1 0

Board MemberX 0 0 0

60 0

Joshua T Rubin MD40 0


Joel S Schuman MD40 0


Steven Shapiro MD20 0

Board Chair and Sr VPX 0 0 0

40 0



1 0

Joe Suyama E 11201340 0

Board MemberX X 338,154 0 88,276

Stephen R Tritch1 0

Board MemberX 0 0 0

Michael A Turturro M40 0


Neil Y Van Horn1 0

Board MemberX 0 0 0


Board Chair and PresidentX X 0 0 0

40 0

Lawrence Wechsler MD40 0


John P Williams MD40 0


Adam Yates E 11201340 0






forQ- ^Z

m o ?related

_r.

organizations 2

^ te


Donald Yealy MD40 0


10

Deborah Brodine1 0

Board Chairman and PresidentX X 0 0 0

40 0

Mike Evans1 0


JoAnn Hahey1 0

Board Member and Vice ChairX 0 0 0

Jerome Shaffer1 0

Board Member and TreasurerX X 0 0 0

40 0

Esther Barazzone PhD1 0

Board MemberX 0 0 0



Ester L Bush1 0

Board MemberX 0 0 0

Mary Jo Howard Dively Esq1 0

X 0 0 0Board Member

Alan Guttman1 0

Board MemberX 0 0 0


Board MemberX 0 0 0

Howard W Hanna III1 0

Board MemberX 0 0 0

Robert M Hernandez2 0

Board MemberX 0 0 0

Margaret P Joy1 0

Board MemberX 0 0 0

Scott B Kern1 0

X 0 0 0Board Member

Mark J Laskow3 0

Board Second 2nd Vice ChairmanX 0 0 0


Board MemberX 0 842,769 43,304

Robert G Lovett1 0

Board MemberX 0 0 0

W Duff McCrady1 0

Board MemberX 0 0 0

Martin G McGuinn1 0

Board MemberX 0 0 0

Marlee S Myers1 0

Board MemberX 0 0 0

Mark A Nordenberg1 0

Board MemberX 0 592,836 137,347

Robert A Paul1 0

Board MemberX 0 0 0

John H Pelusi Jr1 0

Board MemberX 0 0 0

The Honorable Lisa Pupo-Lenihan1 0

X 0 0 0Board Member





forQ- ^Z

m o ?related

_r.

organizations 2

te


Patricia Siger10

X 0 0 0Board Member

Stephen Tritch1 0

Board First Vice Chair/ BoardX 0 0 0

Neil Y Van Horn1 0

Board MemberX 0 0 0

Sunil Wadhwani1 0

Board MemberX 0 0 0

Steven Shapiro MD1 0

Board MemberX 0 0 0

60 0

Mario Wilfong40 0

CFO and VP AdminX 118,741 0 21,371

Roger P Winn40 0

PresidentX 395,878 0 64,462

Cynthia Dorundo1 0

PresidentX 0 0 0

40 0

Anita Cicero40 0

Secretary/TreasurerX 314,085 0 18,616

1 0

Douglas Garretson40 0

PresidentX 301,609 0 32,189

Donald Goodman40 0

CFO/ TreasurerX 216,897 0 31,484

Christopher A Gessner40 0

PresidentX 619,515 0 72,552

10

Kimberly Moses40 0

SecretaryX 125,539 0 9,090

Laurel Ragland R 111201240 0

Treasurer and CFOX 188,409 0 17,620

James Gavin40 0

PresidentX 501,707 0 67,654

James Giammarco40 0

Chief Financial OfficerX 225,223 0 22,401

Deborah Redmond R 71201240 0

Vice PresidentX 175,825 0 24,884

Robert B Devlin Esq1 0

SecretaryX 261,060 0 34,312

40 0

James Anthony Palmer R 32920131 0

X 0 206,553 23,632Vice Pres and Treasurer

40 0

Mark Sevco1 0

PresidentX 491,798 0 57,542

40 0

Colleen Brennan40 0


Terrence Lewis Esq40 0

SecretaryX 186,936 0 18,331

Robert Devlin1 0

SecretaryX 0 0 0

40 0

Scott Lammie5 0

Treasurer and CFOX 0 872,335 232,947

40 0

Marlene R Cooper0 0

SecretaryX 0 0 0

40 0





forQ- ^Z

m o ?related

_r.

organizations 2

te


William A Nigro2 0

Treasurer and CFOX 0 0 0

40 0

James Anthony Palmer R 32920131 0

Vice Pres and TreasurerX 0 0 0

40 0

Jackie Bonier40 0

Director of FoundationX 79,914 0 22,570

Thomas Bunch40 0

PresidentX 144,926 0 20,104

Donald Owrey1 0

PresidentX 0 0 0

40 0

David Shulik1 0

CFOX 0 0 0

40 0

Susan Kostilnik40 0

Asst Sec and Sr Executive AsstX 65,260 0 11,916

Gerad Theriac40 0

CFO/ Asst TreasurerX 132,367 0 4,465

Cynthia Dorundo40 0

PresidentX 497,363 0 56,825

10

Christopher Stockhausen20 0


20 0

Nicholas Barcellona R 61201330 0


100

Rebecca O'connor Esq R 517201340 0

Secretary and Assoc CounselX 120,380 0 30,553

Christopher Stockhausen E 61201320 0

X 0 0 0Chief Financial Officer

20 0

Nancy Beichner40 0

Asst Sec and Admn Asst to PresX 48,632 0 14,548

Roger McCauley R 531201340 0


Cynthia Dorundo1 0

PresidentX 0 0 0

40 0

Charles Bogosta1 0

PresidentX 0 0 0

60 0

John Kuzmishin5 0

Treasurer/Sec/ CFOX 0 0 0

40 0

David Martin40 0

PresidentX 911,418 0 103,944

10

Dennis H Tomassetti40 0

CFOX 329,472 0 53,069

10

C Talbot Heppenstall Jr1 0

X 0 0 0Treasurer

60 0

John Innocenti40 0

PresidentX 1,043,677 0 162,997

10

Michele P Jegasothy Esq40 0

SecretaryX 0 0 0

10


CFO Academic Comm HospitalsX 1,092,322 0 146,204

1 0

Margarita Marsh40 0

Asst Sec and Asst to PresX 63,163 0 6,655





forQ- ^Z

m o ?related

_r.

organizations 2

^

U

te

0below - KD --dotted mline)

Eileen Simmons20 0

Chief Financial OfficerX 0 0 0

20 0

John R Carroll40 0

Asst Sec and VP AdminX 189,418 0 41,760

Thomas Newman30 0

Asst Treasurer and CFOX 265,537 0 31,925

100

Teresa Petrick40 0

PresidentX 557,663 0 93,385

10

Cindy Shook40 0

Asst Sec and Admin AsstX 28,790 0 15,297

Marlene R Cooper1 0

SecretaryX 115,539 0 23,064

40 0

Ann Evans1 0

Treasurer and CFOX 0 0 0

40 0

Rich Bondi40 0

CFO/ TreasurerX 204,430 0 28,172

Al Ciocca1 0

SecretaryX 0 0 0

Ann Evans20 0


20 0

Robert Griffith40 0


Penny Milanovich40 0

PresidentX 250,242 0 24,083

Heidi VanGorder40 0

SecretaryX 46,563 0 20,638

Robert A DeMichiei60 0

Sr VP and CFOX 1,205,205 0 331,342

10

Michele P Jegasothy Esq1 0

X 198,219 0 27,876Secretary

40 0

Jeffrey A Romoff60 0

President and CEOX 4,456,420 0 2,094,655

10

Charles Bogosta60 0

EVP and Pres Intl and Comm SrvX 1,237,490 0 251,670

10

Robert J Cindrich60 0

Senior Advisor to the Pres andX 1,222,451 0 138,222

10


Executive VP UPMCX 2,228,779 0 409,078

10

Andrea Cotter R60 0

Sr VP and Chief Comm OfficerX 515,665 0 16,509

Sandra Danoff60 0

Sr VP Strategic PlanningX 786,834 0 85,810

Daniel Drawbaugh60 0

SR VP and Chief Inform OfficerX 1,336,900 0 255,000

David Farner60 0

Sr VP and Chief of StaffX 1,753,735 0 342,892

C Talbot Heppenstall Jr60 0

Sr VP and TreasurerX 999,374 0 273,208

10

Diane Holder1 0

Executive Vice President, PresX 0 1,668,231 453,853

60 0



hours more than one box, compensation compensation of otherper unless person is both from the from related compensationweek an officer and a organization (W- organizations (W- from the(list director/trustee) 2/1099-MISC) 2/1099-MISC) organization andany 0 5 ,o = T relatedhours

a2-D-

^] Z organizationsfor

Q- ^Zm

ELo ?

related_

C•organizations - 2

'oa

below - KD --dotted mline)

W Thomas McGough60 0

Sr VP and Chief Legal OfficerX 1,371,931 0 176,588


Sr VP Chief HR and Adm Srv OffX 1,261,201 0 323,198

1 0

Steven D Shapiro MD40 0

Sr VP and Chief Medical and ScX 988,409 186,136 195,794

20 0


Executive Vice PresidentX 1,274,888 114,286 179,932

20 0

Ghassan Bejiani MD40 0

NeurosurgeonX 2,499,277 0 42,657

Richard Spiro MD40 0


Mark Rodosky MD40 0

Orthopedic SurgeonX 1,664,979 0 24,310

Thomas Gleason MD40 0

CardiologistX 1,474,141 0 23,715

Paul Gardner40 0


David Bartlett MDX 981,088 0 23,254

Former Board Member

Marguerite Bonaventura MDX 385,486 0 22,174

Former Board Member

Mohammad Idrees MDX 19,999 0 1,229

Former Board Member

Mary Korytkowski MDX 97,250 0 8,850

Former Board Member

Rita Patel MDX 313,277 0 21,952

Former Board Member

Adele Towers MDX 239,561 0 17,186

Former Board Member

Eric WeaverlingX 209,025 0 32,319

Former Board Member

Joel YuhasX 0 731,986 214,369

Former President

Dennis ZeregaX 255,459 0 27,312

Former Board Member

Rudolph Antoncic JrX 254,570 0 66,913

Former Board Member

Jules Sumkin MDX 568,054 0 24,065

Former Board Member

Margaretha Casselbrandt MDX 421,068 0 24,327

Former Board Member

Anita Courcoulas MDX 666,322 0 24,928

Former Board Member

Michael Finikiotis MDX 291,810 0 32,699

Former Board Member

Evan Waxman MDX 350,560 0 20,699

Former Board Member

Madhusudana Nair MDX 241,455 0 22,984

Former Board Member





forQ- ^Z

m o ?related

_r.

organizations 2

^ te


Curits Waligura DOX 100,003 0 7,029

Former Board Member

Barry LondonX 301,389 0 32,728

Former Board Member

Robert ThompsonX 368,554 0 21,674

Former Board Member

David Kupfer MDX 137,626 0 22,430

Former Board Member

Kenneth Lee MDX 377,469 0 22,383

Former Board Member

James McLaughlin DOX 313,337 0 31,435

Former Board Member

Domingo Oottonello MDX 127,032 0 22,123

Former Board Member

Christopher Samuel MDX 471,212 0 32,808

Former Board Member

David Weber MDX 174,552 0 12,248

Former Board Member

Joel Weinberg MDX 667,968 0 38,495

Former Board Member

Susan MammarellaX 188,328 0 32,911

Former Officer

l efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493135005304

SCHEDULE A Public Charity Status and Public SupportOMB No 1545-0047

(Form 990 or 990EZ)2012Complete if the organization is a section 501(c)( 3) organization or a section

Department of the Treasury 4947( a)(1) nonexempt charitable trust.

Internal Revenue Service► Attach to Form 990 or Form 990-EZ. ► See separate instructions.

Name of the organization Employer identification numberUPMC GROUP

20-8295721

Reason for Public Charity Status (All organizations must complete this part.) See instructions.The organization is not a private foundation because it is (For lines 1 through 11, check only one box)

1 1 A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

2 1 A school described in section 170(b)(1)(A)(ii). (Attach Schedule E )

3 F A hospital or a cooperative hospital service organization described in section 170 ( b)(1)(A)(iii).

4 1 A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the

hospital's name, city, and state5 fl An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170 ( b)(1)(A)(iv ). (Complete Part II )

6 fl A federal, state, or local government or governmental unit described in section 170 ( b)(1)(A)(v).

7 1 An organization that normally receives a substantial part of its support from a governmental unit or from the general publicdescribed in section 170 ( b)(1)(A)(vi ). (Complete Part II )

8 1 A community trust described in section 170 ( b)(1)(A)(vi ) (Complete Part II )

9 1 An organization that normally receives (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions-subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975 See section 509(a)(2). (Complete Part III )

10 fl An organization organized and operated exclusively to test for public safety See section 509(a)(4).

11 1 An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes ofone or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2) See section 509(a)(3). Checkthe box that describes the type of supporting organization and complete lines Ile through 11 h

a fl Type I b 1 Type II c fl Type III - Functionally integrated d (- Type III - Non-functionally integrated

e (- By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified personsother than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1 ) orsection 509(a)(2)

f If the organization received a written determination from the IRS that it is a Type I, Type II, orType III supporting organization,check this box (-

g Since August 17, 2006, has the organization accepted any gift or contribution from any of thefollowing persons?(i) A person who directly or indirectly controls, either alone or together with persons described in (ii) Yes No

and (iii) below, the governing body of the supported organization? 11g(i) No

(ii) A family member of a person described in (i) above? 11g(ii) No

(iii) A 35% controlled entity of a person described in (i) or (ii) above? 11g(iii) No

h Provide the following information about the supported organization(s)

(i) Name of (ii) EIN (iii) Type of (iv) Is the (v) Did you notify (vi) Is the (vii) Amountsupported organization organization in the organization organization in of monetary

organization (described on col (i) listed in in col (i) of your col (i) organized supportlines 1- 9 above your governing support? in the U S ?or IRC section document?

(seeinstructions))

Yes No Yes No Yes No

(A) SEE SCHEDULE

A 000000000 03 No 0

Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ . Cat No 11285F ScheduleA (Form 990 or 990-EZ)2012

Schedule A (Form 990 or 990-EZ) 2012 Page 2

MU^ Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170 ( b)(1)(A)(vi)(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify underPart III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A . Public SupportCalendar year ( or fiscal year beginning (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total

in) 111111 Gifts, grants, contributions, and

membership fees received (Do not1,623,424 424,006 1,822,563 2,084,347 3,611,858 9,566,198

include any "unusualgrants ")

2 Tax revenues levied for theorganization's benefit and either 0paid to or expended on itsbehalf

3 The value of services or facilitiesfurnished by a governmental unit to 0the organization without charge

4 Total . Add lines 1 through 3 1,623,424 424,006 1,822,563 2,084,347 3,611,858 9,566,198

5 The portion of total contributionsby each person (other than agovernmental unit or publiclysupported organization) included 0on line 1 that exceeds 2% of theamount shown on line 11, column(f)

6 Public support . Subtract line 5 from9,566,198

line 4

Section B. Total SupportCalendar year ( orfiscaI year (a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total

beginning in) ►7 Amounts from line 4 1,623,424 424,006 1,822,563 2,084,347 3,611,858 9,566,198

8 Gross income from interest,

dividends, payments received onsecurities loans, rents, royalties 0and income from similarsources

9 Net income from unrelatedbusiness activities, whether or 0not the business is regularlycarried on

10 Other income Do not includegain or loss from the sale of 0 0capital assets (Explain in PartIV )

11 Total support (Add lines 7 9,566,198through 10)

12 Gross receipts from related activities, etc (see instructions) 12 8,556,347,866

13 First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, checkthis box and stop here .ItE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section C. Com putation of Public Support Percenta g e

14 Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f)) 14 100 000

15 Public support percentage for 2011 Schedule A, Part II, line 14 15 100 000 %

16a 331 / 3%support test-2012 . If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this boxand stop here . The organization qualifies as a publicly supported organization

b 331 / 3%support test-2011 . If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check thisbox and stop here . The organization qualifies as a publicly supported organization

17a 10%-facts-and -circumstances test-2012 . If the organization did not check a box on line 13, 16a, or 16b, and line 14is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here . Explainin Part IV how the organization meets the "facts-and-circumstances" test The organization qualifies as a publicly supportedorganization

b 10%-facts-and-circumstances test-2011 . If the organization did not check a box on line 13, 16a, 16b, or 17a, and line15 is 10% or more, and if the organization meets the "facts- and-circumstances" test, check this box and stop here.Explain in Part IV how the organization meets the "facts-and-circumstances" test The organization qualifies as a publiclysupported organization

18 Private foundation . If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and seeinstructions

Schedule A (Form 990 or 990-EZ) 2012


IMMITM Support Schedule for Organizations Described in Section 509(a)(2)(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify underPart II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A . Public SupportCalendar year ( or fiscal year (a) 2008 ( b) 2009 (c) 2010 (d) 2011 ( e) 2012 (f) Total

beginning in) 111111 Gifts, grants , contributions, and

membership fees received (Do1,623,424 424,006 1,822,563 2,084,347 3,611,858 9,566,198

not include any "unusualgrants ")

2 Gross receipts from admissions,merchandise sold or servicesperformed , or facilities furnished

1,214,423,842 1,523,888,856 1,654,369,080 1,832,382,946 2,331,283,142 8,556,347,866in any activity that is related tothe organization ' s tax-exemptpurpose

3 Gross receipts from activitiesthat are not an unrelated trade 0or business under section513

4 Tax revenues levied for theorganization ' s benefit and either 0paid to or expended on itsbehalf

5 The value of services orfacilities furnished by a 0governmental unit to theorganization without charge

6 Total . Add lines 1 through 5 1,216,047,266 1,524,312,862 1,656,191,643 1,834,467,293 2,334,895,000 8,565,914,064

7a Amounts included on lines 1, 2,and 3 received from disqualified 0persons

b Amounts included on lines 2 and3 received from other thandisqualified persons that exceed 0the greater of $5,000 or 1% ofthe amount on line 13 for theyear

c Add lines 7a and 7b 0

8 Public support (Subtract line 7c8,565,914,064

from line 6 )

Section B. Total Support

Calendar year ( or fiscal yearbeginning in) ►

9 Amounts from line 6

10a Gross income from interest,dividends, payments receivedon securities loans, rents,royalties and income fromsimilar sources

b Unrelated business taxableincome (less section 511taxes) from businessesacquired after June 30, 1975

c Add lines 10a and 10b

11 Net income from unrelatedbusiness activities notincluded in line 10b, whetheror not the business isregularly carried on

12 Other income Do not includegain or loss from the sale ofcapital assets (Explain in PartIV )

13 Total support . (Add lines 9,1Oc, 11, and 12 )

(a) 2008 (b) 2009 (c) 2010 (d) 2011 (e) 2012 (f) Total

1,216,047,266 1,524,312,862 1,656,191,643 1,834,467,293 2,334,895,000 8,565,914,064

3,309,933 5,283,932 5,540,070 6,909,294 4,478,038 25,521,267

94,890 247,070 91,147 433,107

3,404,823 5,531,002 5,631,217 6,909,294 4,478,038 25,954,374

0

0 0

1,219,452,089 1,529,843,864 1,661,822,860 1,841,376,587 2,339,373,038 8,591,868,438

14 First five years. If the Form 990 is for the organization 's first, second, third, fourth, or fifth tax year as a 501( c)(3) organization,check this box and stop here

Section C. Com p utation of Public Support Percenta g e15 Public support percentage for 2012 ( line 8, column (f) divided by line 13, column (f)) 15 99 698 %

16 Public support percentage from 2011 Schedule A, Part III, line 15 16 99 657 %

Section D . Com p utation of Investment Income Percenta g e17 Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f)) 17 0 302 %

18 Investment income percentage from 2011 Schedule A, Part III, line 17 18 0 344 %

19a 331 / 3%support tests-2012 . If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is notmore than 33 1/3%, check this box and stop here . The organization qualifies as a publicly supported organization

b 331 / 3%support tests-2011. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18is not more than 33 1/3%, check this box and stop here . The organization qualifies as a publicly supported organization lk'F-

20 Private foundation . If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions



Supplemental Information . Complete this part to provide the explanations required by Part II, line 10;Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (Seeinstructions).

Facts And Circumstances Test

Explanation

REASON FOR NON-PRIVATE FOUNDATION STATUS UPMC PRESBYTERIAN SHADYSIDE Foundation Status 3 CHILDREN'SHOSPITAL OF PITTSBURGH OF THE UPMC Foundation Status 3 MAGEE-WOMENS HOSPITAL OF UPMC Foundation Status 3 UPMC STMARGARET Foundation Status 3 UPMC PASSAVANT Foundation Status 3 UPMC HORIZON Foundation Status 3 UPMC NORTHWESTFoundation Status 3 UPMC BRADDOCK Foundation Status 3 UPMC MCKEESPORT Foundation Status 3 UPMC East Foundation Status 3UPMC BEDFORD Foundation Status 3 UNIVERSITY OF PITTSBURGH CANCER INSTITUTE CANCER SERVICES Foundation Status 3UPMC HORIZON COMMUNITY HEALTH FOUNDATION Foundation Status 11 Type 1 UNIVERSITY OF PITTSBURGH PHYSICIANSFoundation Status 3 Community Care Behavioral Health Organization Foundation Status 9 UPMC Mercy Foundation Status 3 PASSAVANTPROFESSIONAL ASSOCIATES, INC Foundation Status 9 UPMC COMMUNITY MEDICINE, INC Foundation Status 3 COMMUNITYFAMILY HEALTH CENTERS, INC Foundation Status 3 HEALTH CENTER DEVELOPMENT Foundation Status 11 Type 1 UPMCEMERGENCY MEDICINE, INC Foundation Status 9 UPMC OCCUPATIONAL MEDICINE, INC Foundation Status 9 SUGARCREEKSTATION Foundation Status 3 VISITING NURSES ASSOCIATION OF VENANGO COUNTY Foundation Status 9 CRANBERRY PLACEFoundation Status 9 THE HERITAGE SHADYSIDE Foundation Status 9 UPMC COMMUNITY PROVIDER SERVICES, INC FoundationStatus 9 UPMC INTERNATIONAL HOLDINGS, INC Foundation Status 11 Type 2 UPMC OVERSEAS, INC Foundation Status 11 Type2 UPMC CENTER FOR HEALTH SERVICES Foundation Status 4 UNIVERSITY HEALTH CENTER OF PITTSBURGH Foundation Status11 Type 2 UPMC IMITS CENTER FOUNDATION STATUS 7 UPMC FOR YOU FOUNDATION STATUS 9 CENTER FOR EMERGENCYMEDICINE OF WESTERN PA FOUNDATION STATUS 11, TYPE 2 ERIE PHYSICIANS NETWORK- UPMC INC FOUNDATION STATUS3 DONAHUE &ALLEN CARDIOLOGY- UPMC INC FOUNDATION STATUS 3

Entity UPMC Horizon Community Health Foundation (i) Name of Supported Organization UPMC Horizon (ii) EIN 25-0523970 (iii)Type ofOrganization 3 (iv) Organization Listed In Governing Documents Yes (v) Notify Organization ofYourSupport Yes (vi) Organized in USYes Entity Health Center Development (i) Name of Supported Organization UPMC PRESBYTERIAN SHADYSIDE (ii) EIN 25-0965480(iii)Type ofOrganization 3 (iv) Organization Listed In Governing Documents NO (v) Notify Organization of Your Support YES (vi)Organized in US YES Entity UPMC International Holdings Inc (i) Name of Supported Organization UPMC Presbyterian Shadyside (ii) EIN25-0965480 (iii)Type of Organization 3 (iv) Organization Listed In Governing Documents Yes (v) Notify Organization ofYourSupport Yes(vi) Organized in US Yes Entity UPMC Overseas (i) Name of Supported Organization UPMC Presbyterian Shadyside (ii) EIN 25-0965480 (iii)Type ofOrganization 3 (iv) Organization Listed In Governing Documents Yes (v) Notify Organization of Your Support Yes (vi)Organized in US Yes Entity University Health Center of Pittsburgh (i) Name of Supported Organization UPMC Presbyterian Shadyside andall related hospitals (ii) EIN 25-0965480 (iii)Type of Organization 3 (iv) Organization Listed In Governing Documents Yes (v) NotifyOrganization ofYourSupport Yes (vi)Organized in US Yes Entity Center for Emergency Medicine (i) Name of Supported OrganizationUPMC (ii) EIN 25-0965480 (iii)Type ofOrganization 3 (iv) Organization Listed In Governing Documents Yes (v) Notify Organization ofYour Support Yes (vi)Organized in US Yes



SCHEDULE C Political Campaign and Lobbying Activities OMB No 1545-0047

(Form 990 or 990-EZ)For Organizations Exempt From Income Tax Under section 501(c) and section 527 201 2

Department of the Treasury 1- Complete if the organization is described below. 0- Attach to Form 990 or Form 990-EZ.

Internal Revenue Service0- See separate instructions . Open

I InspectionIf the organization answered "Yes" to Form 990, Part IV , Line 3, or Form 990-EZ , Part V, line 46 ( Political Campaign Activities), then• Section 501(c)(3) organizations Complete Parts I-A and B Do not complete Part I-C• Section 501(c) (other than section 501(c)(3)) organizations Complete Parts I-A and C below Do not complete Part I-B• Section 527 organizations Complete Part I-A only

If the organization answered "Yes" to Form 990, Part IV , Line 4 , or Form 990-EZ , Part VI, line 47 (Lobbying Activities), then• Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)) Complete Part II-A Do not complete Part II-B• Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)) Complete Part II-B Do not complete Part II-A

If the organization answered "Yes" to Form 990, Part IV , Line 5 ( Proxy Tax) or Form 990-EZ , Part V, line 35c ( Proxy Tax), then* Section 501(c)(4), (5), or (6) organizations Complete Part IIIName of the organization Employer identification numberUPMC GROUP

20-8295721

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

1 Provide a description of the organization's direct and indirect political campaign activities in Part IV

2 Political expenditures 0- $

3 Volunteer hours

Complete if the organization is exempt under section 501 ( c)(3).

1 Enter the amount of any excise tax incurred by the organization under section 4955 0- $

2 Enter the amount of any excise tax incurred by organization managers under section 4955 0- $

3 If the organization incurred a section 4955 tax, did it file Form 4720 for this year? fl Yes fl No

4a Was a correction made? fl Yes fl No

b If "Yes," describe in Part IV

rMWINT-Complete if the organization is exempt under section 501 ( c), except section 501 ( c)(3).

1 Enter the amount directly expended by the filing organization for section 527 exempt function activities 0- $

2 Enter the amount of the filing organization's funds contributed to other organizations for section 527exempt function activities 0- $

3 Total exempt function expenditures Add lines 1 and 2 Enter here and on Form 1120-PO L, line 17b 0- $

4 Did the filing organization file Form 1120-POL for this year? fl Yes fl No

5 Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filingorganization made payments For each organization listed, enter the amount paid from the filing organization's funds Also enter theamount of political contributions received that were promptly and directly delivered to a separate political organization, such as aseparate segregated fund or a political action committee (PAC) If additional space is needed, provide information in Part IV

(a) Name (b) Address ( c) EIN (d ) Amount paid fromfiling organization's

funds If none, enter -0-

(e) Amount of politicalcontributions received

and promptly anddirectly delivered to a

separate politicalorganization If none,

enter -0-

i-or raperworK rteauction Act Notice, see the instructions Tor corm 99 U or yyu -tc. Cat No 50084S Schedule C (Form 990 or 990-EZ) 2012

Schedule C (Form 990 or 990-EZ) 2012 Page 2

Complete if the organization is exempt under section 501 ( c)(3) and filed Form 5768 (electionunder section 501(h)).

A Check - (- if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN,expenses, and share of excess lobbying expenditures)

B Check - (- if the filing organization checked box A and "limited control" provisions apply

Limits on Lobbying Expenditures(a) Filing (b) Affiliated

(The term "expenditures" means amounts paid or incurred .)organization's group

totals totals

la Total lobbying expenditures to influence public opinion (grass roots lobbying)

b Total lobbying expenditures to influence a legislative body (direct lobbying)

c Total lobbying expenditures (add lines la and 1b)

d Other exempt purpose expenditures

e Total exempt purpose expenditures (add lines 1c and 1d)

f Lobbying nontaxable amount Enter the amount from the following table in bothcolumns

If the amount on line le, column (a) or (b ) is: The lobbying nontaxable amount is:

Not over $500,000 20% of the amount on line le

Over $500,000 but not over $1,000,000 $100,000 plus 15% of the excess over $500,000

Over $1,000,000 but not over $1,500,000 $175,000 plus 10% of the excess over $1,000,000

Over $1,500,000 but not over $17,000,000 $225,000 plus 5% of the excess over $1,500,000

Over $17,000,000 $1,000,000

g Grassroots nontaxable amount (enter 25% of line 1f)

h Subtract line 1g from line la If zero or less, enter-0-

i Subtract line 1f from line 1c If zero or less, enter-0-

i If there is an amount other than zero on either line 1h or line 11, did the organization file Form 4720 reportingsection 4911 tax for this year? F- Yes F- No

4-Year Averaging Period Under Section 501(h)(Some organizations that made a section 501(h) election do not have to complete all of the five

columns below. See the instructions for lines 2a through 2f on page 4.)

Lobbying Expenditures During 4-Year Averaging Period

Calendar year (or fiscal yearbeginning in)

(a) 2009 (b) 2010 (c) 2011 (d) 2012 (e) Total

2a Lobbying nontaxable amount

b Lobbying ceiling amount(150% of line 2a, column(e))

c Total lobbying expenditures

d Grassroots nontaxable amount

e Grassroots ceiling amount150% of line 2d column e

f Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2012

Schedule C (Form 990 or 990-EZ) 2012 Pa g e 3Complete if the organization is exempt under section 501 ( c)(3) and has NOTfiled Form 5768 election under section 501 ( h )) .

For each "Yes" response to lines la through li below, provide in Part IV a detailed description of the lobbying(a) (b)

activity . Yes No Amount

1 During the year, did the filing organization attempt to influence foreign, national, state or locallegislation, including any attempt to influence public opinion on a legislative matter or referendum,through the use of

a Volunteers? No

b Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? Yes

c Media advertisements? No

d Mailings to members, legislators, or the public? Yes

e Publications, or published or broadcast statements? No

f Grants to other organizations for lobbying purposes? Yes 143,260

g Direct contact with legislators, their staffs, government officials, or a legislative body? Yes 2,400,879

h Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? No

i Other activities? No

j Total Add lines 1c through 11 2,544,139

2a Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? No

b If "Yes," enter the amount of any tax incurred under section 4912

c If "Yes," enter the amount of any tax incurred by organization managers under section 4912

d If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year?

Complete if the organization is exempt under section 501 ( c)(4), section 501(c)(5), or section501 ( c )( 6 ) .

Yes No

1 Were substantially all (90% or more) dues received nondeductible by members? 1

2 Did the organization make only in-house lobbying expenditures of $2,000 or less? 2

3 Did the organization agree to carry over lobbying and political expenditures from the prior year? 3

Complete if the organization is exempt under section 501 ( c)(4), section 501(c)(5), or section

501(c )( 6) and if either ( a) BOTH Part 111-A , lines 1 and 2, are answered "No" OR (b) Part III-A,line 3 , is answered "Yes."

1 Dues, assessments and similar amounts from members 1

2 Section 162(e) nondeductible lobbying and political expenditures ( do not include amounts of politicalexpenses for which the section 527(f) tax was paid).

a Current year 2a

b Carryover from last year 2b

c Total 2c

3 Aggregate amount reported in section 6033(e)(1 )(A) notices of nondeductible section 162(e) dues 3

4 If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excessdoes the organization agree to carryover to the reasonable estimate of nondeductible lobbying andpolitical expenditure next year? 4

5 Taxable amount of lobbying and political expenditures (see instructions) 5

Su lementalInformation

Complete this part to provide the descriptions required for Part I-A, line 1, Part I-B, line 4, Part I-C, line 5, Part II-A (affiliated group list),Part II-A line 2 , and Part 11-13, 1 Also , com p lete this p art for an y additional information

Identifier Return Reference Explanation

Additional Information Part I-A UPMC Group Entities do not engage in any direct or indirectpolitical activity Part II-B UPMC Group maintains a departmentof government relations whose primary function is to maintaincontact with elected and appointed officials at the federal, state,and local levels The department promotes legislative actionswith respect to healthcare related issues that could impact theorganization

Schedule C (Form 990 or 990EZ) 2012

lefile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 93493135005304

SCHEDULE D(Form 990)


Internal Revenue Service

Name of the organizationUPMC GROUP

OMB No 1545-0047

2012

Employer identification number

20-8295721Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts . Complete if theorg anization answered "Yes" to Form 990 , Part IV , line 6.

(a) Donor advised funds ( b) Funds and other accounts

1 Total number at end of year

2 Aggregate contributions to (during year)

3 Aggregate grants from ( during year)

4 Aggregate value at end of year

5 Did the organization inform all donors and donor advisors in writing that the assets held in donor advisedfunds are the organization ' s property , subject to the organization ' s exclusive legal control? F Yes I No

6 Did the organization inform all grantees , donors, and donor advisors in writing that grant funds can beused only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purposeconferring impermissible private benefit? fl Yes fl No

MRSTI-Conservation Easements . Complete if the organization answered "Yes" to Form 990, Part IV , line 7.

1 Purpose ( s) of conservation easements held by the organization ( check all that apply)

1 Preservation of land for public use ( e g , recreation or education ) 1 Preservation of an historically important land area

1 Protection of natural habitat 1 Preservation of a certified historic structure

fl Preservation of open space

2 Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservationeasement on the last day of the tax year

a Total number of conservation easements

b Total acreage restricted by conservation easements

c Number of conservation easements on a certified historic structure included in (a)

d Number of conservation easements included in (c) acquired after 8/17/06, and not on ahistoric structure listed in the National Register

Held at the End of the Year

2a

2b

2c

2d

3 N umber of conservation easements modified, transferred , released, extinguished , or terminated by the organization during

the tax year 0-

4 N umber of states where property subject to conservation easement is located 0-

5 Does the organization have a written policy regarding the periodic monitoring , inspection , handling of violations, andenforcement of the conservation easements it holds? fl Yes fl No

6 Staff and volunteer hours devoted to monitoring , inspecting , and enforcing conservation easements during the year

0-

7 Amount of expenses incurred in monitoring , inspecting , and enforcing conservation easements during the year

0- $

8 Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i)and section 170(h)(4)(B)(ii)? F Yes 1 No

9 In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, andbalance sheet, and include, if applicable, the text of the footnote to the organization's financial statements that describesthe organization's accounting for conservation easements

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.Complete if the oraanization answered "Yes" to Form 990. Part IV. line 8.

la If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheetworks of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of publicservice, provide, in Part XIII, the text of the footnote to its financial statements that describes these items

b If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheetworks of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of publicservice, provide the following amounts relating to these items

(i) Revenues included in Form 990, Part VIII, line 1 $

(ii)Assets included in Form 990, Part X $

2 If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide thefollowing amounts required to be reported under SFAS 116 (ASC 958) relating to these items

a Revenues included in Form 990, Part VIII, line 1 $

b Assets included in Form 990, Part X $

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 52283D Schedule D (Form 990) 2012

Supplemental Financial Statements

0- Complete if the organization answered "Yes," to Form 990,Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b

0- Attach to Form 990. 0- See separate instructions.

Schedule D (Form 990) 2012 Page 2

r:FTnFW Organizations Maintaining Collections of Art, Historical Treasures , or Other Similar Assets (continued)

3 Using the organization's acquisition, accession, and other records, check any of the following that are a significant use of itscollection items (check all that apply)

a F_ Public exhibition d fl Loan or exchange programs

b 1 Scholarly research e (- Other

c F Preservation for future generations

4 Provide a description of the organization's collections and explain how they further the organization's exempt purpose inPart XIII

5 During the year, did the organization solicit or receive donations of art, historical treasures or other similarassets to be sold to raise funds rather than to be maintained as part of the organization's collection? 1 Yes 1 No

Escrow and Custodial Arrangements . Complete if the organization answered "Yes" to Form 990,Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

la Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets notincluded on Form 990, Part X7 1 Yes F No

b If "Yes," explain the arrangement in Part XIII and complete the following table

c Beginning balance 1c

d Additions during the year ld

e Distributions during the year le

f Ending balance if

A mount

2a Did the organization include an amount on Form 990, Part X, line 21? fl Yes fl No

b If"Yes," explain the arrangement in Part XIII Check here if the explanation has been provided in Part XI II . . . . . . . . F

MWAF-Endowment Funds . Com p lete if the org anization answered "Yes" to Form 990 , Part IV , line 10.

la Beginning of year balance .

b Contributions

c Net investment earnings, gains, and losses

d Grants or scholarships

e Other expenditures for facilitiesand programs

f Administrative expenses .

g End of year balance

(a)Current year (b)Prior year b (c)Two years back (d)Three years back (e)Four years back

56,817,352 52,723,527 47,318,207 14,905,084 18,739,823

11,379,037 7,157,850 1,124,392 31,809,381 342,274

5,188,406 -952,531 6,919,371 3,095,947 -4,063,202

2,943,327 2,111,494 2,638,443 2,492,204 113,811

70,441,468 56,817,352 52,723,527 47,318,208 14,905,084

2 Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as

a Board designated or quasi-endowment 0-

b Permanent endowment 0- 100 000 %

c Temporarily restricted endowment 0-

The percentages in lines 2a, 2b, and 2c should equal 100%

3a Are there endowment funds not in the possession of the organization that are held and administered for theorganization by Yes No

(i) unrelated organizations . . . . . . . . . . . . . . . . . . . . . . . . 3a(i) No

(ii) related organizations . . . . . . . . . . . . . . . . . . . . . . 3a(ii) Yes

b If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? . . I 3b I Yes

4 Describe in Part XIII the intended uses of the organization's endowment funds

Land . Buildings . and Eauiument. See Form 990. Part X. line 10.

Description of property (a) Cost or otherbasis

(investment)

(b)Cost or otherbasis (other)

( c) Accumulateddepreciation

( d) Book value

la Land 141 ,525,361 141,525,361

b Buildings 3 ,434,795,333 1,560,031,698 1,874,763,635

c Leasehold improvements 66,322,269 36,099,469 30,222,800

d Equipment 2,215,939,040 1,533,909,387 682,029,653

e Other 177,368,547 60,391,686 116,976,861

Total . Add lines 1a through 1 e (Column (d) must equal Form 990, Part X, column (B), line 10 (c).) . . 0- 2,845,518,310

Schedule D (Form 990) 2012

Schedule D (Form 990) 2012 Page 3

MrOW-Investments -0ther Securities . See Form 990 , Part X , line 12.

(a) Description of security or category (b)Book value (c) Method of valuation(including name of security) Cost or end-of-year market value

(1 )Financial derivatives

(2)Closely-held equity interests

Other

Total . (Column (b) must equal Form 990, Part X, col (B) line 12 ) 0.1

Investments- Pro ram Related . See Form 990 , Part X , line 13.

(a) Description of investment typeI I

(b) Book value (c) Method of valuationCost or end-of-year market value

Total . (Column (b) must equa l Form 990, Part X, col (8) line 13) 0.

Other Assets . See Form 990. Part X . line 15.

(a) Description ( b) Book value

(1) DUE FROM AFFILIATE 576,904,155

(2) BENEFICIAL INT IN FOUNDATIONS 357,311,085

(3) INVESTMENTS WITH RELATED ORGS 236,702,163

(4) LONG TERM BUILDING LEASE 30,170,458

(5) L-T OTHER INVEST 31,977,029

(6) INVEST IN JOINT VENTURES 48,318,670

(7) OTHER ASSETS 17,540,079

(8) DUE FROM RESTRICTED FUNDS 64,781,840

Total . (Column (b) must equal Form 990, Part X, co/.(8) line 15.) . 0. 1,363,705,479

Other Liabilities . See Form 990 , Part X , line 25.1 (a) Description of liability (b) Book value

Federal income taxes 0

DUE TO EXEMPT PARENT 408,566,377

DUE TO THIRD PARTY PAYORS 21,078,781

INSURANCE CLAIMS LIABILITIES 69,401,888

OTHER CURRENT & LT LIABILITIES 49,120,019

PATIENT DEP/CRED BALANCES 26,843,617

Total . (Column (b) must equal Form 990, Part X, col (B) line 25) P. I 5 7 5,0 10,6 8 2

2. Fin 48 (ASC 740) Footnote In Part XIII, provide the text of the footnote to the organization's financial statements that reports theorganization's liability for uncertain tax positions under FIN 48 (ASC 740) Check here if the text of the footnote has been provided inPart XIII F



_

Page 4

1711 Reconciliation of Revenue per Audited Financial Statements With Revenue per Return74T

1 Total revenue, gains, and other support per audited financial statements . 1

2 Amounts included on line 1 but not on Form 990, Part VIII, line 12

a Net unrealized gains on investments . 2a

b Donated services and use of facilities . 2b

c Recoveries of prior year grants 2c

d Other (Describe in Part XIII ) 2d

e Add lines 2a through 2d . . . . . . . . . . . . . . . . . . . . 2e

3 Subtract line 2e from line 1 . . . . . . . . . . . . . . . . . . . . 3

4 Amounts included on Form 990, Part VIII, line 12, but not on line 1

a Investment expenses not included on Form 990, Part VIII, line 7b 4a

b Other (Describe in Part XIII ) . . . . . . . . . . 4b

c Add lines 4a and 4b . . . . . . . . . . . . . . . . . . . . . . 4c

5 Total revenue Add lines 3 and 4c. (This must equal Form 990, Part I, line 12 ) . . . . .

-

5

17W of Expenses per Audited Financial Statements With Ex penses per.Off Return

1 Total expenses and losses per audited financial statements . . . . . . . . . . 1

2 Amounts included on line 1 but not on Form 990, Part IX, line 25

a Donated services and use of facilities . 2a

b Prior year adjustments 2b

c Other losses . . . . . . . . . . . . . . . 2c

d Other (Describe in Part XIII ) . . . . . . . . . . . 2d

e Add lines 2a through 2d . . . . . . . . . . . . . . . . . . . . . 2e

3 Subtract line 2e from line 1 . . . . . . . . . . . . . . . . . . . . 3

4 Amounts included on Form 990, Part IX, line 25, but not on line 1:

a Investment expenses not included on Form 990, Part VIII, line 7b 4a

b Other (Describe in Part XIII ) . . . . . . . . . . . 4b

c Add lines 4a and 4b . . . . . . . . . . . . . . . . . . . . . . 4c

5 Total expenses Add lines 3 and 4c. (This must equal Form 990, Part I, line 18 ) . . . . . 5

OTIT."M Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9, Part III, lines la and 4, Part IV, lines lb and 2b,Part V, line 4, Part X, line 2, Part XI, lines 2d and 4b, and Part XII, lines 2 d and 4b Also complete this part to provide any additionalinformation


Part V Line 4 Endowment funds will be utilized to carry on the exemptmissions of the hospital entities

Part X Line 2 UPMC HAS NO UNCERTAIN TAX POSITIONS RECORDEDAN EXTERNAL AUDIT IS COMPLETED AT A CONSOLIDATEDUPMC SYSTEM LEVEL ONLY, INCLUDING UPMC AND ALLTAXABLE AND TAX-EXEMPT SUBSIDIARES TAX BENEFITSARE RECOGNIZED WHEN IT IS MORE LIKELY THAN NOTTHAT A TAX POSITION WILL BE SUSTAINED UPONEXAMINATION BY THE TAX AUTHORITIES BASED ON THETECHNICAL MERITS OFTHE POSITION SUCH TAXPOSITIONS ARE MEASURED AS THE LARGEST AMOUNT OFTAX BENEFIT THAT IS GREATER THAN 50% LIKELY TO BEREALIZED UPON ULTIMATE SETTLEMENT WITH THE TAXAUTHORITIES ASSUMING FULL KNOWLEDGE OFTHEPOSITION AND ALL RELEVANT FACTS AS OF JUNE 30,2013, UPMC DOES NOT HAVE ANY UNRECORDED TAXBENEFITS



SCHEDULE F Statement of Activities Outside the United StatesOMB No 1545-0047

(Form 990)Complete if the organization answered "Yes" to Form 990,

Part IV, line 14b, 15, or 16.

0-201 2

Department of the Treasury n Attach to Form 990 . ► See separate instructions. O pen to PublicInternal Revenue Service Inspection



20-8295721

General Information on Activities Outside the United States . Complete if the organization answered"Yes" to Form 990, Part IV, line 14b.

1 For grantmakers . Does the organization maintain records to substantiate the amount of the grants or

assistance, the grantees' eligibility for the grants or assistance, and the selection criteria used to award

the grants or assistance? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . fl Yes fl No

2 For grantmakers . Describe in Part V the organization's procedures for monitoring the use of grant funds outsidethe United States.

3 Activites per Region (The following Part I, line 3 table can be duplicated if additional space is needed )

(a) Region (b) Number ofoffices in the

region

(c) Number ofemployees,agents, andindependentcontractors in

region

(d) Activities conducted inregion (by type) (e g ,fundraising, program

services, investments, grantsto recipients located in the

reg ion)

(e) If activity listed in (d) is aprogram service, describe

specific type ofservice(s) in region

(f) Total expendituresfor and investments

in region

See Add'I Data

3a Sub-total 1 , 950 ,472

b Total from continuation sheetsto Part I

c Totals (add lines 3a and 3b) 1,950,472

For Paperwork Reduction Act Notice, see the Instructions for Form 990 . Cat N o 50082W Schedule F (Form 990) 2012

Additional Data

Software ID:

Software Version:

EIN: 20 -8295721

Name : UPMC GROUP

Form 990, Schedule D, Part IX, - Other Assets(a) Description (b) Book value

(1) DUE FROM AFFILIATE 576,904,155

(2) BENEFICIAL INT IN FOUNDATIONS 357,311,085

(3) INVESTMENTS WITH RELATED ORGS 236,702,163

(4) LONG TERM BUILDING LEASE 30,170,458

(5) L-T OTHER INVEST 31,977,029

(6) INVEST IN JOINT VENTURES 48,318,670

(7) OTHER ASSETS 17,540,079

(8) DUE FROM RESTRICTED FUNDS 64,781,840

Schedule F (Form 990) 2012 Page 2

Grants and Other Assistance to Organizations or Entities Outside the United States . Complete if the organization answered "Yes" to Form 990,Part IV, line 15, for any recipient who received more than $5,000. Part II can be duplicated if additional space is needed.

1(a) Name oforganization

(b) IRS codesection

and EIN ( ifapplicable)

(c) Region (d) Purpose ofgrant

(e) Amount ofcash grant

(f) Manner ofcash

disbursement

(g) Amount ofof non-cashassistance

(h) Descriptionof non-cashassistance

(i) Method ofvaluation

(book, FMV,appraisal, other)

2 Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized astax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter . . . .

Enter total number of other organizations or entities .

Schedule F (Form 990) 2012


Grants and Other Assistance to Individuals Outside the United States . Complete if the organization answered "Yes" to Form 990, Part IV, line 16.Part III can be duplicated if additional space is needed.

(a) Type of grant orassistance

(b) Region ( c) Number ofrecipients

(d) Amount ofcash grant

( e) Manner of cashdisbursement

(f) Amount ofnon-cashassistance

(g) Descriptionof non-cashassistance

(h) Method ofvaluation

(book, FMV,a pp raisal , other )



Foreign Forms

1 Was the organization a U S transferor of property to a foreign corporation during the tax year? If " Yes,"theorganization may be required to file Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation (seeInstructions for Form 926) F Yes F- N o

2 Did the organization have an interest in a foreign trust during the tax year? If "Yes," the organlzatlonmay berequired to file Form 3520, Annual Return to Report Transactions with Foreign Trusts and Receipt of Certain ForeignGifts, and/or Form 3520-A, Annual Information Return of Foreign Trust With a U . S. Owner (see Instructions forForms 3520 and 3520-A) F- Yes F N o

3 Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," theorganization may be required to file Form 5471, Information Return of U.S. Persons with Respect to Certain ForeignCorporations. (see Instructions for Form 5471) F Yes F- N o

4 Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualifiedelecting fund during the tax year? If "Yes,"the organization may be required to fi le Form 8621 , Return by aShareholder of a Passive Foreign Investment Company or Qualified Electing Fund . (see Instructions for Form 8621) F- Yes F N o

5 Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," theorganization may be required to file Form 8865, Return of U.S. Persons with Respect to Certain Foreign Partnerships.(see Instructions for Form 8865) F Yes F- N o

6 Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes,"the organization may be required to file Form 5713, International Boycott Report (see Instructions for Form5713). F- Yes F No

Schedule F ( Form 990) 2012


Supplemental InformationComplete this part to provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3,column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1(accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients),


Additional Data

Software ID:

Software Version:

EIN: 20 -8295721

Name : UPMC GROUP

Form 990 Schedule F Part I - Activities Outside The United States

(a) Region ( b) Number of (c) Number of ( d) Activities (e) If activity listed in ( f) Total expendituresoffices in the employees or conducted in region ( by (d) is a program for region

region agents in type) (i e , fundraising, service, describeregion program services, specific type of service

grants to recipients (s) in regionlocated in the region)

Europe ( Including Iceland Program Services HEALTH CARE 802,923and Greenland ) EDUCATION

Central America and the Program Services HEALTH CARE 141,372Caribbean EDUCATION

East Asia and the Pacific Program Services HEALTH CARE 303,832EDUCATION


(a) Region (b) Number of (c) Number of (d) Activities (e) If activity listed in (f) Total expendituresoffices in the employees or conducted in region (by (d) is a program for region



Middle East and North Africa Program Services HEALTH CARE 103,065EDUCATION

North America Program Services HEALTH CARE 211,088EDUCATION

Russia and the Newly Program Services HEALTH CARE 51,818Independent States EDUCATION

Form 990 Schedule F Part I - Activi ties Outside The United States

(a) Region ( b) Number of ( c) Number of ( d) Activities ( e) If activity listed in (f) Total expendituresoffices in the employees or conducted in region ( by (d) is a program for region

region agents in type ) ( i e , fundraising, service, describeregion program services, specific type of service

grants to recipients ( s) in regionlocated in the region)

South America Program Services HEALTH CARE 71,315EDUCATION

South Asia Program Services HEALTH CARE 121,640EDUCATION

Sub-Saharan Africa Program Services HEALTH CARE 51,536EDUCATION


(a) Region (b) Number of (c) Number of (d) Activities (e) If activity listed in (f) Total expendituresoffices in the employees or conducted in region (by (d) is a program for region



East Asia and the Pacific Investments 66,065

Europe (Including Iceland Investments 22,803and Greenland)

North America Investments 3,015


SCHEDULEG SU lemental Information Re ardin OMB No 1545-0047

(Form 990 or 990-EZ) pp g gFundraising or Gaming ActivitiesComplete if the organization answered "Yes" to Forth 990, Part IV, lines 17, 18, or 19 , or if the organization entered

more than $15,000 on Form 990-EZ, line 6a. Form 990-EZ filers are not required to complete this part.

Department of the Treasury PrAttach to Form 990 or Forth 990-EZ. PrSee separate instructions.



2012


20-8295721

Fundraising Activities . Complete if the organization answered "Yes" to Form 990, Part IV, line 17.

Indicate whether the organization raised funds through any of the following activities Check all that apply

a 1 Mail solicitations e 1 Solicitation of non-government grants

b 1 Internet and email solicitations f 1 Solicitation of government grants

c 1 Phone solicitations g 1 Special fundraising events

d 1 In-person solicitations

2a Did the organization have a written or oral agreement with any individual (including officers, directors, trusteesor key employees listed in Form 990, Part VII) or entity in connection with professional fundraising services? 1' Yes 1! No

b If "Yes," list the ten highest paid individuals or entities (fundraisers) pursuant to agreements under which the fundraiser isto be compensated at least $5,000 by the organization

(i) Name and address ofindividual

or entity (fundraiser)

(ii) Activity (iii) Didfundraiser have

custody orcontrol of

contributions?

(iv) Gross receiptsfrom activity

(v) Amount paid to(or retained by)

fundraiser listed incol (i)

(vi) Amount paid to(or retained by)organization

Yes No

Total

3 List all states in which the organization is registered or licensed to solicit funds or has been notified it is exempt from registration orlicensing

For Paperwork Reduction Act Notice, see the Instructions for Form 990or 990-EZ . Cat No 50083H Schedule G ( Form 990 or 990 - EZ) 2012

Schedule G (Form 990 or 990-EZ) 2012 Page 2

Fundraising Events . Complete if the organization answered "Yes" to Form 990, Part IV, line 18, or reportedmore than $15,000 of fundraising event contributions and gross income on Form 990-EZ, lines 1 and 6b. Listevents with gross receipts greater than $5,000.

(a) Event #1 (b) Event #2 (c) Other events (d) Total events(add col (a) through

STEELER STYLE ANDY RUSSELL 7 col (c))

(event type) (event type ) ( total number)

co1 Gross receipts 679,157 228,390 278,724 1,186,271

752 Less Contributions 504,557 188,240 192,723 885,520

3 Gross income (line 1minus line 2) 174,600 40,150 86,001 300,751

4 Cash prizes 0 0 14,690 14,690

u75 Noncash prizes 919 12,824 21,976 35,719

6 Rent/facility costs 1,288 47,755 27,324 76,367

7 Food and beverages 102,578 40,098 39,807 182,483

8 Entertainment 0 2,100 7,385 9,485

9 Other direct expenses 142,240 , 16,658 , 37,080 195,978

10 Direct expense summary Add lines 4 through 9 in column (d) . . . . . . . . . . . ► (514,722)

11 Net income summary Combine line 3, column (d), and line 10 . . . . . . . . . . 111k.-213,971

Gaming . Complete if the organization answered "Yes" to Form 990, Part IV, line 19, or reported more than$15,000 on Form 990-EZ, line 6a.

(a) Bingo (b) Pull tabs/Instant (c) Other gaming (d) Total gaming (addbingo/progressive bingo col (a) through col

co (c) )

1 Gross revenue .

2 Cash prizesu)C

3 Non-cash prizes

LIJ

4 Rent/facility costs .

5 Other direct expenses

F Yes F Yes F Yes6 Volunteer labor n No F No F No

7 Direct expense summary Add lines 2 through 5 in column (d) . . . . . . . . . . . ►

8 Net gaming income summary Combine lines 1 and 7 in column (d) . . . . . . . . . . ►

9 Enter the state (s) in which the organization operates gaming activities

a Is the organization licensed to operate gaming activities in each of these states? . . . . . . . . . . . . . Yes r No

b If "No," explain

------------- ------------------------- ------------------------- ------------------------- ------------------------ ------------------------- ------------------------- ------------------------- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10a Were any of the organization ' s gaming licenses revoked, suspended or terminated during the tax year? . . . . . F Yes F No

b If "Yes," explain

--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Schedule G (Form 990 or 990-EZ) 2012


Does the organization operate gaming activities with nonmembers? . . . . . . . . . . . . . . . . . . Yes r- No

12 Is the organization a grantor , beneficiary or trustee of a trust or a member of a partnership or other entity

formed to administer charitable gaming? . . . . . . . . . . . . . . . . . . . . . . . . . . . Yes r- No

13 Indicate the percentage of gaming activity operated in

a The organization ' s facility 13a

b An outside facility 13b

14 Enter the name and address of the person who prepares the organization ' s gaming /special events books and records

Name ►

Address ►

15a Does the organization have a contract with a third party from whom the organization receives gaming

revenue? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . r- Yes r- No

b If "Yes," enter the amount of gaming revenue received by the organization ► $ and the

amount of gaming revenue retained by the third party $

c If "Yes," enter name and address of the third party

Name '

Address '

---------------- ------------------------------ ------------------------------ ------------------------------------------------------------ ------------------------------ -

16 Gaming manager information

Name llik^------------ ----------------------- ---------------------- ----------------------- ----------------------- ----------------------- ---------------------- -

Gaming manager compensation ► $ _ --------------------------------------------

Description of services provided---------- ------------------ ------------------ ------------------ ------------------- ------------------ ------------------ ------------------ ----------

r- Director/officer Employee Independent contractor

17 Mandatory distributions

a Is the organization required understate law to make charitable distributions from the gaming proceeds to

retain the state gaming license? . . . . . . . . . . . . . . . . . . . . . . . . . . . . r-Yes r-No

b Enter the amount of distributions required under state law distributed to other exempt organizations or spent

in the organization ' s own exempt activities during the tax year $

Supplemental Information . Complete this part to provide the explanations required by Part I , line 2b,columns ( iii) and (v ), and Part III , lines 9, 9b, 10b, 15b, 15c, 16, and 17b, as applicable . Also complete thispart to provide any additional information ( see instructions).

IIdentifier Return Reference

IExplanation

Page 311


l efile GRAPHIC print - DO NOT PROCESS As Filed Data - DLN: 93493135005304

SCHEDULE H HospitalsOMB No 1545-0047

(Form 990)201 21- Complete if the organization answered "Yes" to Form 990, Part IV, question 20.

Department of the Treasury 1- Attach to Form 990. 1- See separate instructions. OpenInternal Revenue Service

I Inspection


20-8295721

Financial Assistance and Certain Other Community Benefits at CostYes No

la Did the organization have a financial assistance policy during the tax year? If "No," skip to question 6a la Yes

b If "Yes," was it a written policy? . . . . . . . . . . . . . . . . . . . . . . lb Yes

2 If the organization had multiple hospital facilities , indicate which of the following best describes application of thefinancial assistance policy to its various hospital facilities during the tax year

F Applied uniformly to all hospital facilities F Applied uniformly to most hospital facilities

r Generally tailored to individual hospital facilities

3 Answer the following based on the financial assistance eligibility criteria that applied to the largest number of theorganization ' s patients during the tax year

a Did the organization use Federal Poverty Guidelines (FPG) as a factor in determining eligibility for providing free care?

If "Yes," indicate which of the following was the FPG family income limit for eligibility for free care 3a Yes

F 100% F 150% F 2000/o F Other %

b Did the organization use FPG as a factor in determining eligibility for providing discounted care? If "Yes," indicate

which of the following was the family income limit for eligibility for discounted care 3b Yes

F 200% F 250% F 300% F 350% F 4000/o F Other %

c If the organization used factors other than FPG in determining eligibility, describe in Part VI the income basedcriteria for determining eligibility for free or discounted care Include in the description whether the organizationused an asset test or other threshold , regardless of income, as a factor in determining eligibility for free ordiscounted care

4 Did the organization ' s financial assistance policy that applied to the largest number of its patients during the tax yea rprovide for free or discounted care to the " medically indigent"? 4 Yes

5a Did the organization budget amounts for free or discounted care provided under its financial assistance policy duringthe tax year? . . . . . . . . . . . . . . . . . . . . . . . . . . 5a No

b If "Yes," did the organization ' s financial assistance expenses exceed the budgeted amount? 5b

c If "Yes" to line 5b, as a result of budget considerations , was the organization unable to provide free or discountedcare to a patient who was eligibile for free or discounted care? 5c

6a Did the organization prepare a community benefit report during the tax year? 6a Yes

b If "Yes," did the organization make it available to the public? 6b Yes

Complete the following table using the worksheets provided in the Schedule H instructions Do not submit theseworksheets with the Schedule H

7 Financial Assistance and Certain Other Community Benefits at Cost

Financial Assistance and (a) Number ofOb Persons ( c) Total communit y Od Direct offsetting (e) Net community benefit (f) Percent of

Means-Testedactivities or served benefit expense revenue expense total expense

Government Programsprograms(optional)

(optional)

a Financial Assistance at cost(from Worksheet 1) . 94,465,094 94,465,094 1 500 %

b Medicaid (from Worksheet 3,column a) . . . 759,923,746 613,498,748 146,424,998 2 300 %

c Costs of other means-testedgovernment programs (fromWorksheet 3, column b) 17,891,512 14,195,734 3,695,778 0 060 %

d Total Financial Assistanceand Means-TestedGovernment Programs 872,280,352 627,694,482 244,585,870 3 860 %

Other Benefitse Community health

improvement services andcommunity benefit operations(from Worksheet 4) . 61,458,061 1,080,557 60,377,504 0 940 %

f Health professions education(from Worksheet 5) . 223,218,553 74,735,458 148,483,095 2 300 %

g Subsidized health services(from Worksheet 6) . 121,826,860 50,783,608 71,043,252 1 100 %

h Research (from Worksheet 7) 208,246,948 208,246,948 3 200 %

i Cash and in-kindcontributions for communitybenefit (from Worksheet 8) 13,276,039 13,276,039 0 210 %

j Total . Other Benefits . 628,026,461 126,599,623 501,426,838 7 750 %

k Total . Add lines 7d and 7j 1,500,306,813 754,294,105 746,012,708 11 610 0/6

For Paperwork Reduction Act Notice, see the Instructions for Form 990 . Cat N o 5019 2T Schedule H (Form 990) 2012

Schedule H (Form 990) 2012 Page

Community Building Activities Complete this table if the organization conducted any community buildingactivities during the tax year, and describe in Part VI how its community building activities promoted the healthof the communities it serves-

(a) Number ofactivities orprograms(optional)

(b) Personsserved (optional)

(c) Total communitybuilding expense

(d) Direct offsettingrevenue

(e) Net communitybuilding expense

(f) Percent oftotal expense

1 Ph y sical im p rovements and housin g

2 Economic development

3 Community su pp ort 456,121 456,121 0 010 %

4 Environmental improvements

5 Leadership development and trainingfor community members

6 Coalition building

7 Community health improvementadvocacy

8 Workforce development

9 Other

10 Total 456,121 456,121 0 010 %

Ill: Bad Debt , Medicare , & Collection PracticesSection A. Bad Debt Expense Yes No

1 Did the organization report bad debt expense in accordance with Heathcare Financial Management AssociationStatement No 15? . . . . . . . . . . . . . . . . . . . . 1 Yes

2 Enter the amount of the organization's bad debt expense Explain in Part VI themethodology used by the organization to estimate this amount 2 49,487,333

3 Enter the estimated amount of the organization's bad debt expense attributable topatients eligible under the organization's financial assistance policy Explain in Part VIthe methodology used by the organization to estimate this amount and the rationale, ifany, for including this portion of bad debt as community benefit 3 10,599,964

4 Provide in Part VI the text of the footnote to the organization's financial statements that describes bad debt expenseor the page number on which this footnote is contained in the attached financial statements

Section B. Medicare

5 Entertotal revenue received from Medicare (including DSH and IME) . 5 1,446,699,418

6 Enter Medicare allowable costs of care relating to payments on line 5 . 6 1,679,560,325

7 Subtract line 6 from line 5 This is the surplus (or shortfall) . 7 -232,860,907

8 Describe in Part VI the extent to which any shortfall reported in line 7 should be treated as community benefitAlso describe in Part VI the costing methodology or source used to determine the amount reported on line 6Check the box that describes the method used

r- Cost accounting system F Cost to charge ratio F Other

Section C. Collection Practices

9a Did the organization have a written debt collection policy during the tax year? .

b If "Yes," did the organization 's collection policy that applied to the largest number of its patients during the tax yearcontain provisions on the collection practices to be followed for patients who are known to qualify for financialassistance? Describe in Part VI 9b Yes. . . . . . . . . . . . . . . . . . . . . . .

Management Comnanies and Joint VenturesrnvunPri ,n° nr mnra hvnfrarc rLrartnrc triictaac kavamnlnvaac and nhvananc-s inctrnrtinncl

(a) Name of entity (b) Description of primaryactivity of entity

(c) Organization'sprofit % or stockownership %

(d) Officers, directors,trustees, or key

employees' profit %or stock ownership

(e) Physicians'profit % or stockownership

1 UPMC Oncology Co Mgm Oncology Service 50 000 % 50 000 %

2

3

4

5

6

7

8

9

10

11

12

13

Schedule H (Form 990) 2012


Facility Information

Section A. Hospital Facilities 0 s CD

C

CD i - n

E

}

ry

ro p_

S

(list in order of size from largest tosmallest-see instructions)

(PCL o 0 (PM

How many hospital facilities did the 5 (P -0 (organization operate during the tax year? P_ 2- o

21'U

e3 P_

Name, address, and primary website addressn

Other (Describe) Facility reporting group




Facility Information (continued)Section B. Facility Policies and Practices(Complete a separate Section B for each of the hospital facilities or facility reporting groups listed in Part V, Section A)

A

Name of hospital facility or facility reporting group

For single facility filers only: line Number of Hospital Facility (from Schedule H, Part V, Section A)

No

i Health Needs Assessment (Lines 1 through 8c are optional for tax years begining on or before March 23, 2012

During the tax year or either of the two immediately preceding tax years, did the hospital facility conduct a communityhealth needs assessment (CHNA)? If "No," skip to line 9 . . . . . . . . . . . . . . . . . . . 1 Yes

If"Yes," indicate what the CHNA report describes (check all that apply)

a 7 A definition of the community served by the hospital facility

b I Demographics of the community

c 7 Existing health care facilities and resources within the community that are available to respond to the health needs ofthe community

d I How data was obtained

e I The health needs of the community

f 7 Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minoritygroups

9 F The process for identifying and prioritizing community health needs and services to meet the community health needs

h F The process for consulting with persons representing the community's interests

i I Information gaps that limit the hospital facility's ability to assess the community's health needs

j r- Other (describe in Part VI)

2 Indicate the tax year the hospital facility last conducted a CHNA 20 12

3 In conducting its most recent CHNA, did the hospital facility take into account input from representatives of the communityserved by the hospital facility, including those with special knowledge of or expertise in public health? If"Yes," describe inPart VI how the hospital facility took into account input from persons who represent the community , and identify thepersons the hospital facility consulted . . . . . . . . . . . . . . . . . . . . 3 Yes

4 Was the hospital facility's CHNA conducted with one or more other hospital facilities? If"Yes," list the other hospitalfacilities in Part VI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 No

5 Did the hospital facility make its CHNA report widely available to the public? . . . . . . . . . . . . . 5 Yes

If"Yes," indicate how the CHNA report was made widely available ( check all that apply)

a F Hospital facility's website

b F Available upon request from the hospital facility

c 1 Other ( describe in Part VI)

6 If the hospital facility addressed needs identified in its most recently conducted CHNA, indicate how (check all that applyto date)

a F Adoption of an implementation strategy that addresses each of the community health needs identified through theCHNA

b 7 Execution of the implementation strategy

c F Participation in the development of a community- wide plan

d F Participation in the execution of a community- wide plan

e I Inclusion of a community benefit section in operational plans

f 7 Adoption of a budget for provision of services that address the needs identified in the CHNA

g I Prioritization of health needs in its community

h F Prioritization of services that the hospital facility will undertake to meet health needs in its community

i 1 Other ( describe in Part VI)

7 Did the hospital facility address all of the needs identified in its most recently conducted CHNA? If"No," explain in Part VIwhich needs it has not addressed and the reasons why it has not addressed such needs . . . . . . . . 7 Yes

8a Did the organization incur an excise tax under section 4959 for the hospital facility's failure to conduct a CHNA asrequired by section 501 (r)(3)? . . . . . . . . . . . . . . . . . . . . . . . . . . . 8a No

b If "Yes" to line 8a, did the organization file Form 4720 to report the section 4959 excise tax? . . . . . . 8b

c If "Yes" to line 8b, what is the total amount of section 4959 excise tax the organization reported on Form 4720 for all of its

hospital facilities? $



Facility Information (continued)

Financial Assistance Policy Yes No

9 Did the hospital facility have in place during the tax year a written financial assistance policy that

Explained eligibility criteria for financial assistance, and whether such assistance includes free or discounted care? 9 Yes

10 Used federal poverty guidelines (FPG) to determine eligibility for providing free care? . . . . . . . . . . . 10 Yes

If "Yes," indicate the FPG family income limit for eligibility for free care 200 %If "No," explain in Part VI the criteria the hospital facility used

11 Used FPG to determine eligibility for providing discounted care? . . . . . . . . . . . . . . . . . 11 Yes

If"Yes," indicate the FPG family income limit for eligibility for discounted care 400 %

If "No," explain in Part VI the criteria the hospital facility used

12 Explained the basis for calculating amounts charged to patients? . . . . . . . . . . . . . . . . . 12 Yes

If"Yes," indicate the factors used in determining such amounts (check all that apply)

a F' Income level

b F' Asset level

c F' Medical indigency

d I Insurance status

e F' Uninsured discount

f F' Medicaid/Medicare

g F' State regulation

h F' Other (describe in Part VI)

13 Explained the method for applying for financial assistance? . . . . . . . . . . . . . . . . . . . 13 Yes

14 Included measures to publicize the policy within the community served by the hospital facility? . . . . . . . 14 Yes

If"Yes," indicate how the hospital facility publicized the policy (check all that apply)

a I The policy was posted on the hospital facility's website

b I The policy was attached to billing invoices

c I The policy was posted in the hospital facility's emergency rooms or waiting rooms

d I The policy was posted in the hospital facility's admissions offices

e 1 The policy was provided, in writing, to patients on admission to the hospital facility

f F The policy was available upon request

g I Other (describe in Part VI)

Billing and Collections

15 Did the hospital facility have in place during the tax year a separate billing and collections policy, or a written financialassistance policy (FAP) that explained actions the hospital facility may take upon non-payment? . . . . . . . 15 Yes

16 Check all of the following actions against an individual that were permitted under the hospital facility's policies duringthe tax year before making reasonable efforts to determine the patient's eligibility under the facility's FA P

a F' Reporting to credit agency

b F' Lawsuits

c F' Liens on residences

d F' Body attachments

e F' Other similar actions (describe in Part VI)

17 Did the hospital facility or an authorized third party perform any of the following actions during the tax year beforemaking reasonable efforts to determine the patient's eligibility under the facility's FAP? . . . . . . . . . . 17 Yes

If"Yes," check all actions in which the hospital facility or a third party engaged

a F Reporting to credit agency

b F' Lawsuits

c F' Liens on residences

d F' Body attachments

e FO ther similar actions (describe in Part VI)




18 Indicate which efforts the hospital facility made before initiating any of the actions listed in line 17 (check all that apply)

a F Notified individuals of the financial assistance policy on admission

b F Notified individuals of the financial assistance policy prior to discharge

c 7 Notified individuals of the financial assistance policy in communications with the patients regarding the patients' bills

d 7 Documented its determination of whether patients were eligible for financial assistance under the hospital facility'sfinancial assistance policy

e 1 Other (describe in Part VI)

Policy Relating to Emergency Medical Care

Yes No

19 Did the hospital facility have in place during the tax year a written policy relating to emergency medical care that requiresthe hospital facility to provide, without discrimination, care for emergency medical conditions to individuals regardless oftheir eligibility under the hospital facility's financial assistance policy? . . . . . . . . . . 19 Yes

If"No," indicate why

a 1 The hospital facility did not provide care for any emergency medical conditions

b 1 The hospital facility's policy was not in writing

c 1 The hospital facility limited who was eligible to receive care for emergency medical conditions (describe in Part VI)

d 1 Other (describe in Part VI)

Charges to Individuals Eligible for Assistance under the FAP (FAP -Eligible Individuals)

20 Indicate how the hospital facility determined, during the tax year, the maximum amounts that can be charged to FA P-eligible individuals for emergency or other medically necessary care

a F- The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts thatcan be charged

b F- The hospital facility used the average of its three lowest negotiated commercial insurance rates when calculating themaximum amounts that can be charged

c F The hospital facility used the Medicare rates when calculating the maximum amounts that can be charged

d 1 Other (describe in Part VI)

21 During the tax year, did the hospital facility charge any FAP-eligible individuals to whom the hospital facility providedemergency or other medically necessary services, more than the amounts generally billed to individuals who had insurancecovering such care? . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 No

If"Yes," explain in Part VI

22 During the tax year, did the hospital facility charge any FAP-eligible individuals an amount equal to the gross charge for anyservice provided to that individual? . . . . . . . . . . . . . . . . . . . . . . . . . 22 No

If"Yes," explain in Part VI




Section C. Other Health Care Facilities That Are Not Licensed , Registered, or Similarly Recognized as aHospital Facility(list in order of size, from largest to smallest)

How many non-hospital health care facilities did the organization operate during the tax year?43

Name and address Typ e of Facility ( describe )1 See Additional Data Table

2

3

4

5

6

7

8

9

10



Supplemental Information

Complete this part to provide the following information

1 Required descriptions. Provide the descriptions required for Part I, lines 3c, 6a, and 7, Part II, Part III, lines 4, 8, and 9b, Part V,Section A, and Part V, Section B, lines 1j, 3, 4, 5c, 6i, 7, 10, 11, 12h, 14g, 16e, 17e, 18e, 19c, 19d, 20d, 21, and 22

2 Needs assessment . Describe how the organization assesses the health care needs of the communities it serves, in addition to anyneeds assessments reported in Part V, Section B

3 Patient education of eligibility for assistance . Describe how the organization informs and educates patients and persons who maybe billed for patient care about their eligibility for assistance under federal, state, or local government programs or under theorganization's financial assistance policy

4 Community information . Describe the community the organization serves, taking into account the geographic area and demographicconstituents it serves

5 Promotion of community health . Provide any other information important to describing how the organization's hospital facilities orother health care facilities further its exempt purpose by promoting the health of the community (e g , open medical staff, communityboard, use of surplus funds, etc )

6 Affiliated health care system . If the organization is part of an affiliated health care system, describe the respective roles of theorganization and its affiliates in promoting the health of the communities served

7 State filing of community benefit report . If applicable, identify all states with which the organization, or a related organization, filesa community benefit report

8 Facility reporting group(s). If applicable, for each hospital facility in a facility reporting group provide the descriptions required forPart V, Section B, lines 1j, 3, 4, 5c, 6i, 7, 10, 11, 12h, 14g, 16e, 17e, 18e, 19c, 19d, 20d, 21, and 22

Identifier ReturnReference Explanation

Part I Line 3C Financial assistance or charity care is available for eligibleindividuals who have health care needs and are uninsured,underinsured, ineligible for government programs or otherwiseunable to pay for their own care A patient may be determined tohave financial need based on the following 1 Indigency Ifincome fallS below 200% of the federal poverty guidelines, thepatient will have no financial responsibility The patient isapproved for 100% free care 2 Low Income Sliding ScaleAssistance may be a discounted or reduced patient liabilitydepending on the patient's income a If the combined familyincome IS greater than or equal to 200% and less than or equalto 300% of the federal poverty guidelines, the patient is eligiblefor a reduced charity care There will be an 80% reduction in thepatient bill b If the combined family income greater than orequal to 300% and less than or equal to 400% of the federalpoverty guidelines, the patient is eligible for a reduced charitycare There will be a 70% reduction in the patient bill Thediscounted charity care scale is listed below F/S= Family Size2012 Financial Assistance Income Guidelines F/S FINANCIAL100% PATIENT 0% FINANCIAL 85% PATIENT 15%A SSISTANCE ASSISTANCE 1 $22,340 $44,680 2 $30,260$60,520 3 $38,180 $76,360 4 $46,100 $92,200 5 $54,020$108,040 6 $61,940 $123,880 7 $69,860 $139,720 8$77,780 $155,560 +$7,920 $15,840 3 Financial HardshipIf a patient is approved for discounted or reduced charity careand cannot afford to pay the remaining balance, the patient maybe considered for financial hardship The patient will be liable topay 15% of their calculated income towards their medical bill orthe reduced amount whichever is less MedicalHardship/Catastrophic Care If a patient is denied for financialassistance and cannot afford to pay the account balance, thepatient may be considered medically indigent and may beconsidered for medical hardship/catastrophic care The patientwill be liable to pay 15% of their calculated income Towardstheir medical bill This is a one-time financial assistanceadjustment for existing account balances The remainingbalance will be ad j usted to free care

PART I LINE 4 "Medically Indigent" means persons who the organization hasdetermined are unable to pay some or all of their medical billsbecause their medical bills exceed a certain percentage of theirfamily household's income


PART I LINE 6A-B UPMC PREPARES AN ANNUAL COMMUNITY BENEFITSREPORT THE REPORT ENCOMPASSES INFORMATION FORHE ENTIRE INTEGRATED DELIVERY SYSTEM THAT MAKES

UP THE UPMC HEALTH SYSTEM IT IS POSTED TO ANDVAILABLE TO THE PUBLIC VIA THE UPMC WEBSITE,WWW UPMC COM COPIES ARE ALSO AVAILABLE INWAITING ROOMS AT UPMC PHYSICIAN OFFICES

PART I LINE 7 COSTING METHODOLOGY USED he costing methodology used to calculate the amounts

0 CALCULATE THE AMTS reported in Part I Line 7 is a ratio of costs to charges method

REPORTED IN PART I LINE 7 he method employed for determining the ratio of cost tocharges is in line with those described in Schedule H,Worksheet 2, "Ratio of Patient Costs to Charges"


PART I LINE 7, Column F he total expenses reported on Form 990 Part IX Line 25Column A are inclusive of all entities reported within the UPMCGroup 990 and includes bad debt expense for all entities Theexpense used to calculate the percent of total expense for Form990 Schedule H Part I Line 7 Column f are only the expensesrelated to entities within the UPMC Group who provide patientcare From these entities' total expense per Part IX Line 25 theamount related to bad debt expense has been removed from thedenominator when calculating the percent of total expense Theamount of bad debt expense removed for calculation purposesis $ 178 , 393 , 004

PART III LINES 2 & 3 COSTING METHODOLOGY USED he costing method used to calculate the amounts in Schedule

O DETERMINE THE AMTS H Part III lines 2 and 3 is a ratio of cost to charges method

REPORTED IN PT III LINE 2 Discounts and payments in patients' accounts are deductedbefore the cost of bad debt expense is determined The methodemployed is in line with those described in Schedule H,Worksheet 2, "Ratio of Patient Costs to Charges"


PART III LINE 3 RATIONALE FOR INCLUDING BAD he organization's bad debt expense consists solely of self pay

DEBT AMOUNTS IN COMMUNITY patients accounts deemed uncollectable It is UPMC Group's

BENEFIT contention that the cost of bad debt should be stated in Part ILine 7 of Schedule H as they represent the costs for provisionof services to patients for which the entity has exhausted allrecourse for reimbursement The services provided to patientswho present themselves are provided regardless of a patient'sability to pay as in line with the organization's charitablemission and service to our community These expenses arencurred regardless of the efficiency of the provision of therelated medical care and are deemed to have been medicallynecessary for the p atient

PART III LINE 3 Process for reallocation from bad debt to charity care UPMCreclassifies bad debt accounts as charity care by utilizing apredictive model PARO (Payment Assistance Rank Order)PARO was built as a socio-economic score that identifies thosepatients that are most likely to be the highest need of financialassistance This is accomplished by analyzing consumer dataand activity, court records, government records, property files,Census data and IRS data PARO provides a systematicapproach to Financial Assistance " Predictive model thatencompasses healthcare economics and credit policies, "Uniform assessment measure for every patient regardless offinancial standing, " Accounts for patients that areunresponsive, illiterate, or otherwise challenged to apply,Eliminate barrier to application and meets increased pressureto provide additional financial resources to Consumers, "Identify and support those Community needs efforts to provideassistance to those Consumers in need All bad debt accountswith a balance of $1000 00 and greater are "scored" by PAROhere are two data points returned to UPMC in order to make

the decision whether the patient would qualify for charity carehe first is the estimated income level based on the Federal

Poverty Level guidelines The second is the PARO score whichutilizes an algorithm based approach and returns a score basedon personal attributes of the patient Data elements werecombined to create two primary indicators of need, the PAROscore and the Federal Poverty Level PARO analyzed ourhistorical CHARITY CARE approvals to determine our PAROthreshold and the FP L threshold for the historical approvalshe approved CHARITY CARE accounts were compared

against accounts that were in active ACCOUNTSRECEIVABLE This was done to determine if the distributionswere similar or if any pattern existed based on the approvedaccounts and the unknown accounts If the patient's estimatedncome and PARO score are within the scores identified by thecalibration of UPMC existing charity care patients, the accounts reclassified from bad debt to charity care Every patient isable to apply for charity care, however, the automated strategyfocuses on patients that do not complete the applicationsprocess The US Department of Education estimates that 1 in 5consumers are functionally illiterate This, coupled with the lowevels of participation in traditional banking methods, makes theapplication process virtually impossible for some consumers


PART III LINE 4 Reference UPMC's consolidated Audited Financial Statementspage 6

PART III LINE 8 COSTING ALLOWABLE COSTS OF CARE AND he costing methodology used to determine the MedicareMETHODOLOGY USED TO S REPORTED IN THE ORGS allowable costs of care is a ratio of costs to charges methodDETERMINE THE MEDICARE MEDICARE COST REPORT he method is in line with those described in Schedule H,

Worksheet 2, "Ratio of Patient Costs to Charges" It is UPMCGroup's contention that all amounts calculated to be shortfallsin reimbursement for services provided to Medicare patientsare truly uncompensated care that should be stated in Part ILine 7 of Schedule H of Form 990 as they represent costs forprovision of services to patients for which the entity is unableto collect, regardless of the efficiency of provision of the relatedcare costs


PART III LINE 9 UPMC has a debt collection policy outlining collection practicesfor patients If at any time the patient expresses an inability topay, they are sent a Financial Assistance applicationInformation regarding Financial Assistance is printed on allcollection letters

PART V SECTION B LINE 3 SEE RESPONSES TO PART VI, LINES 2, 4 & 5 THESEDISCLOSURES APPLY CONSISTENTLY TO ALL HOSPITALFACILITIES ON THE UPMC GROUP 990 PART V SECTION BLINE 5A WEBSITE FOR CHNAhttp //www upmc com /about/community-commitment/Pages /community -health-need s-assessment aspx


PART V SECTION C LINE 1 he University of Pittsburgh Physicians had 562 clinicallocations as of June 30, 2013

PART V SECTION C LINE 2 UPMC Community Medicine, Inc had 225 clinical locations asof June 30, 2013


PART V SECTION C LINE 3 UPMC Emergency Medicine, Inc had 14 locations as ofJune30, 2013

PART V SECTION C LINE 4 University of Pittsburgh Physicians and Emergency Medicine,Inc collectively operated 9 urgent care centers as of June 30,2013


PART VI LINES 2, 4, & 5 ENVIRONMENTAL UPMC HAS LONG PURSUED A POLICY OF AWARD-WINNING

IMPROVEMENTS - ENVIRONMENTAL RESPONSIBILITY THAT REDUCES ITSENVIRONMENTAL FOOTPRINT WHILE WE BUILDING ANDGROWING MANY OF UPMC'S FACILITIES HAVE EARNEDLEADERSHIP IN ENERGY AND ENVIRONMENTAL DESIGN(LEED) CERTIFICATIONS FROM THE U S GREEN BUILDINGCOUNCIL, INCLUDING THE CHILDREN'S HOSPITAL OFPITTSBURGH OF UPMC'S HOSPITAL AND RESEARCHCENTER,THE UPMC PASSAVANT PATIENT PAVILION,MAGEE WOMENS-HOSPITAL OF UPMC'S INPATIENTDDITION,AND UPMC'S CORPORATE HEADQUARTERS INHE U S STEEL BUILDING IN DOWNTOWN PITTSBURGHUPMC EAST, UPMC'S NEW HOSPITAL IN MONROEVILLE,PA, OPENED IN JULY OF 2012 AND SHORTLY AFTEROPENING ACHIEVED SILVER LEED CERTIFICATION INDDITION TO EXTENSIVE TRAFFIC-CONTROL

IMPROVEMENTS MADE DURING CONSTRUCTION OFTHEHOSPITAL, UPMC VOLUNTARILY BUILT A STORM-WATERCONTROL AND RETENTION SYSTEM THAT HAS THEPOTENTIAL TO SIGNIFICANTLY REDUCE THE CHRONICFLOODING THE AREA EXPERIENCED LONG BEFORE UPMCBROKE GROUND FORTHE NEWFACILITY UPMC ALSOSPONSORED THE ALLOWANCE OF GREENINFRASTRUCTURE AS AN OPTION FOR REGIONAL STORMWATER MANAGEMENT STRATEGIES OTHER MAJOR"GREEN" CONSTRUCTION PROJECTS INCLUDED THEcontinuing MOVE OF UPMC HEALTH PLAN operations TO THEU S STEEL TOWER AND PARTICIPATION IN THEDEPARTMENT OF ENERGY'S BETTER BUILDINGALLIANCE'S LAB INITIATIVE IN RELATION TO A NEWCENTRAL LAB BUILDING THAT INCORPORATES GREENOPERATIONS PROCEDURES UPMC WON A GOVERNOR'SENVIRONMENTAL EXCELLENCE AWARD AND APENNSYLVANIA HEALTH AND HOSPITAL SYSTEMINNOVATION AWARD FOR ITS ENERGY MANAGEMENTINITIATIVES UPMC ALSO COLLABORATED WITHREGIONAL UNIVERSITIES TO CONDUCT PROJECTSINCLUDING A GEOTHERMAL IMPLEMENTATION PROJECTINVOLVING CLARION UNIVERSITY AND UPMCNORTHWEST,AND REFRIGERATION AUDIT RESEARCHWITH ROBERT MORRIS UNIVERSITY THROUGH A STATE-FUNDED GRANT, UPMC HAS ACQUIRED 30 COMPRESSEDNATURAL GAS (CNG) EMPLOYEE TRANSIT SHUTTLE BUSESWHICH HAVE BEEN INCLUDED IN REGIONALLTERNATIVE FUEL VEHICLE SHOWS ANOTHER STATE-

FUNDED GRANT TO ADVANCE ELECTRIC VEHICLECHARGE STATION AVAILABILITY AND ACCESSIBILITY INLLEGHENY COUNTY HAS ENABLED UPMC TO CONTINUEO INSTALL LEVEL II ELECTRIC VEHICLE CHARGE

STATIONS AT FACILITIES IN SOUTHWESTERNPENNSYLVANIA UPMC DOES NOT ASSESS A FEE FORUSING EV CHARGE STATIONS ON ITS PROPERTIES UPMCLSO SIGNED ONTO THE BREATHE PROJECT TO

LEVERAGE PERSONAL, BUSINESS, AND COMMUNITYCTIONS LEADING TO IMPROVED REGIONAL AIR

QUALITY IN ADDITION, MULTIPLE FACILITIES INLLEGHENY COUNTY AND ERIE PARTICIPATED IN DRUG

ENFORCEMENT ADMINISTRATION (DEA) SPONSOREDNATIONAL PRESCRIPTION DRUG TAKE-BACK DAYCOMMUNITY-BASED COLLECTION EVENTS TO REDUCEHE AVAILABILITY AND ACESSIBILITY OF UNWANTED

MEDICATION UPMC CONTINUED ITS WORK WITH GLOBALLINKS TO RECYCLE MEDICAL AND OTHER EQUIPMENT,CO-SPONSORED THE 2013 SUSTAINABLE HEALTH CAREWORKSHOP SERIES THROUGH SUSTAINABLEPITTSBURGH, AND COMMUNITY-BASED HOUSEHOLDHAZARDOUS WASTE COLLECTION EVENTS THROUGHOUTSOUTH WESTERN PENNSYLVANIA IN 2013, FARMER'SMARKETS WERE HELD AT UPMC'S ALLEGHENY COUNTYHOSPITAL FACILITIES, AND AT LEAST TWO UPMCHOSPITAL FOOD SERVICE DEPARTMENTS DONATE THEIREXCESS VOLUME OF PREPARED FOODS TO THE GREATERPITTSBURGH COMMUNITY FOOD BANK OR ANOTHERLOCAL NONPROFIT COMMUNITY FOOD PANTRY AS PARTOF ITS FIVE- YEAR PROGRAM RECOGNITION EVENT,UPMC ACKNOWLEDGED THE COLLABORATIVE EFFORTSND IMPACTS OF PARTNERING WITH REGIONAL

ENVIRORNMENTAL NONPROFITS UPMC ALSOPARTICIPATED IN A REGIONAL GREEN WORKPLACECHALLENGE IN ADDITION, MAGEE-WOMENS HOSPITALOF UPMC SPONSORED AN ENVIRONMENTAL HEALTHROUNDTABLE FOR CLINICIANS ON THE IMPACT OFTHEENVIRONMENT AND OBESITY ATTENDANCE WAS OPENO ALL REGIONAL HEALTH CARE ORGANIZATIONS ANDHE PUBLIC UPMC PASSAVANT PARTNERED WITHCOMMUNITY BOY SCOUT TROOPS TO IMPLEMENT ACOMMUNITY GARDEN

PART VI LINES 2, 4, & 5 LEADERSHIP AND WORKFORCE IN FISCAL 2013, UPMC SUPPORTED NUMEROUS

DEVELOPMENT PROJECTS TO DEVELOP THE REGIONAL WORKFORCE ANDASSIST INDIVIDUALS IN OBTAINING AND RETAININGQUALITY EMPLOYMENT UPMC HAS UNDERTAKENINTERNAL PROGRAMS, SUCH AS THE PARTNERSHIP ONWORKFORCE READINESS AND RETENTION AND UPMCHEALTH PLAN PATHWAYS TO WORK,TO HELP TRAININDIVIDUALS FROM POPULATIONS WITH SIGNIFICANTBARRIERS TO EMPLOYMENT TO GAIN AND KEEP JOBS INHE HEALTH CARE SECTOR OUR ONGOING SUPPORT FORND COLLABORATION WITH EXTERNAL PROGRAMS, SUCHS THE BIDWELL TRAINING CENTER, JO BLINKS, AND

SCHOOL 2 CAREER, HAVE TRAINED THOUSANDS OFINDIVIDUALS FOR SUCCESSFUL EMPLOYMENT IN THEHEALTH CARE INDUSTRY OTHER PARTNERSHIPS INFISCAL 2013 INCLUDED A VOCATIONAL PROGRAMTHROUGH CHILDREN'S HOSPITAL OF PITTSBURGH OFUPMC CALLED HEALTH RANGERS,A PARTNERSHIP WITHRSENAL MIDDLE SCHOOLTO SHOW STUDENTS THE

PROFESSIONAL LIVES OF HEALTH CARE WORKERS, ASWELL AS COLLABORATIONS WITH COMMUNITY COLLEGEOF ALLEGHENY COUNTY WHERE UPMC PROVIDESSPONSORED INTERNSHIP TRAINING EXPERIENCES FORPITTSBURGH PROMISE STUDENTS UPMC'S AWARD-WINNING DIGNITY AND RESPECT CAMPAIGN IS A MODELFOR USE BY OTHER ENTITIES THROUGHOUT THE REGIONND NATIONALLY IN ADDITION,THE CENTER FOR

INCLUSION BEGAN ITS CULTURAL COMPETENCYLECTURE SERIES IN FISCAL 2013, WHICH PROVIDESOPPORTUNITIES TO LEARN ABOUT VARIOUS ASPECTS OFDIVERSITY AND DEVELOP TOOLS FOR WORKING IN ACOMPLEX AND MULTICULTURAL HEALTH CARE SYSTEMUPMC'S MEDICAL EDUCATION PROGRAMS, UNDERTAKENWITH THE UNIVERSITY OF PITTSBURGH, OFFER MANYLOCAL RESIDENTS A PATHWAY TO BETTER-PAYING JOBSIN ADDITION,THE ORGANIZATION'S IMPORTANTSTRATEGIC RESEARCH AND EDUCATION RELATIONSHIPWITH THE UNIVERSITY FUELS A CULTURE OF DISCOVERYTHAT CONTINUES TO HELP BUILD LOCAL EDUCATIONALPROSPECTS WHILE IT DRAWS THE WORLD'S FINESTMINDS TO PITTSBURGH A CENTERPIECE OF UPMC'SWORKFORCE DEVELOPMENT PORTFOLIO, UPMC'S $100-MILLION MATCHING GRANT TO THE PITTSBURGHPROMISE, ENTERED ITS SEVENTH YEAR IN FISCAL 2013UPMC REINFORCED ITS COMMITMENT TO THE PROGRAMIN FISCAL 2013 BY REMOVING TIME LIMITS ON UPMC'SMATCHING GRANTS THROUGH UPMC'S COMMITMENT TOHIS PROGRAM HAS HELPED MORE THAN 4,600

STUDENTS FROM THE PITTSBURGH PUBLIC SCHOOLSTTEND COLLEGE WITH PARTICIPATING STUDENTSDEMONSTRATING POST-SECONDARY EDUCATIONRETENTION RATES EQUALTO OR BETTER THANNATIONAL AVERAGES


PART VI LINES 2, 4, & 5 COALITION BUILDING WHILE UPMC HAS AN EXPANSIVE PROGRAM OFCOMMUNITY SUPPORT, LEADERS OFTHE ORGANIZATIONREALIZE THAT EVEN MORE CAN BE ACCOMPLISHEDTHROUGH ALLIANCES WITH OTHER NONPROFITORGANIZATIONS OFTEN, THE STREET-LEVEL EXPERTISEOF LOCAL COMMUNITY GROUPS, PAIRED WITH UPMC'SFUNDING, INFLUENCE, PURCHASING POWER, AND OTHERRESOURCES, CAN REACH GOALS THAT NEITHERORGANIZATION COULD ACHIEVE INDEPENDENTLY TOLEVERAGE COMMUNITY IMPROVEMENT EFFORTSTHROUGH JOINT EFFORTS, UPMC WORKED WITH A NUMBEROF NONPROFIT ALLIES IN FISCAL 2013 KEY ALLIANCESINCLUDED RELATIONSHIPS WITH THE BIRMINGHAMCLINIC, WHICH OFFERS CARE TO THE CITY'S HOMELESSPOPULATION, THE ALLEGHENY COUNTY DEPARTMENT OFHEALTH AND ITS MANY INITIATIVES, THE GREATERPITTSBURGH COMMUNITY FOOD BANK, HEALTHYARMSTRONG, THE WE CAN' PROGRAM TO FOSTER YOUTHHEALTH, SPONSORSHIP OF THE PITTSBURGH THREERIVERS MARATHON, PROJECT SEARCH,A PARTNERSHIPWITH GOODWILL OF SOUTHWESTERN PENNSYLVANIAWHICH HELPS AREA HIGH SCHOOL STUDENTS WITHDISABILITIES OBTAIN COMPETITIVE EMPLOYMENT, ANDHE INDEPENDENT FOUNDATIONS OF UPMC'SCOMMUNITY HOSPITALS THE FISCAL 2013 YEAR ALSOSAWTHE COMPLETION OFA MAJOR UNDERTAKING BYUPMC TO STRENGTHEN AND BROADEN ITS COMMUNITYINPUT AND PARTNERSHIPS THROUGH THE COMMUNITYHEALTH NEEDS ASSESSMENT PROCESS, WHICH ISREQUIRED BY THE AFFORDABLE CARE ACT TO ENSUREHAT UPMC'S COMMUNITY-FOCUSED EFFORTS ARE MOST

EFFECTIVELY ADDRESSING THE NEEDS OFTHEINDIVIDUALS AND COMMUNITIES IT SERVES, THEORGANIZATION WORKED WITH COMMUNITYSTAKEHOLDERS AND PUBLIC HEALTH EXPERTS TOIDENTIFY COMMUNITY HEALTH NEEDS AND DETERMINEHOWTO COLLABORATE MOST EFFECTIVELY TO ADDRESST HESE NEEDS UPMC ACTIVELY ENGAGED ITS HOSPITALBOARDS, ASSEMBLED COMMUNITY ADVISORY GROUPS,ND OBTAINED INPUT DIRECTLY FROM THE

COMMUNITIES IT SERVES THE END RESULT IS ASTRATEGIC PLAN FOR EACH UPMC LICENSED HOSPITALO ADDRESS SIGNIFICANT COMMUNITY HEALTH NEEDS

IMPORTANTLY, THESE PLANS ADDRESS LOCALCOMMUNITY NEEDS NOT ONLY AT THE HOSPITAL LEVEL,BUT ALSO INCLUDE EFFORTS UNDERTAKEN INPARTNERSHIP WITH OTHER UPMC HOSPITALS, EXTERNALORGANIZATIONS, AND THE LARGER UPMC SYSTEM CHNAREPORTS AND STRATEGIC PLANS FOR EACH UPMCHOSPITAL CAN BE FOUND ON UPMC'S WEBSITEhttp //www upmc com /about/community-commitment/Pages /community -health-need s-assessmentaspx FOR MORE DETAILED INFORMATION ONUPMC'S COMMUNITY BENEFITS EFFORT, SEE OUR FISCAL2013 COMMUNITY BENEFITS REPORT, AVAILABLE AThttp //www upmc com /about/community-

Icommitment/ Pa g es/default as p x

PART VI LINE 7 STATES RECEIVING COMMUNITY Pennsylvania

BENEFIT REPORT

Additional Data

Software ID:

Software Version:

EIN: 20 -8295721

Name : UPMC GROUP

Form 990 Schedule H, Part V Section A . Hosp ital Facil ities

Section A . Hospital Facilitiesr- G)

CD _ MT llCD 9 r i

M1 C} S

S

(list in order of size from largest toM

0 0C

-

smallest-see instructions ) 2- o MHow many hospital facilities did the

(P CP

organization operate during the tax year? 20 o21

!

P'C'

Name , address, and primary website address - Other (Describe) Facility reporting group

UPMC PRESBYTERIAN1 200 LOTHROP STREET X X X X X A

PITTSBURGH PA 15213

UPMC SHADYSIDE2 5230 CENTRE AVENUE X X X X X A

PITTSBURGH,PA 15232

UPMC SOUTH SURGERY CENTER OUTPATIENT3 1300 OXFORD DRIVE X AMBULATORY & A

PITTSBURGH PA 15102 SURGICAL CENTER

MAGEE-WOMENS HOSPITAL OF UPMC4 300 HALKET STREET X X X X X A

PITTSBURGH,PA 15213

CHILDREN'S HOSPITAL OF UPMC5 4401 PENN AVE X X X X X X A

PITTSBURGH PA 15224

CHILDREN'S NORTH OUTPATIENT6 2599 WEXFORD-BAYNE ROAD X AMBULATORY & A

SEWICKLEY,PA 15143 SURGICAL CENTER

UPMC MERCY7 1400 LOCUST STREET X X X X A

PITTSBURGH PA 15219

UPMC MERCY SOUTH SIDE OUTPATIENT8 2000 MARY STREET X AMBULATORY & A

PITTSBURGH,PA 15203 SURGICAL CENTER

UPMC PASSAVANT9 9100 BABCOCK BLVD X X X X A

PITTSBURGH PA 15237

UPMC PASSAVANT CRANBERRY10 1ST FRANCIS WAY X X X X A

CRANBERRY TWP,PA 16066

UPMC ST MARGARET11 815 FREEPORT ROAD X X X X A

PITTSBURGH PA 15215

UPMC MCKEESPORT12 1500 FIFTH AVENUE X X X X A

MCKEESPORT,PA 15132

UPMC HORIZON13 110 MAIN STREET X X X X A

GREENVILLE , PA 16125

UPMC HORIZON14 2200 MEMORIAL DRIVE X X X X A

FARRELL,PA 16121

UPMC NORTHWEST15 100 FAIRFIELD DRIVE X X X A

SENECA , PA 16346

CRANBERRY PLACE16 5 ST FRANCIS WAY X

SKILLED NURSING A

CRANBERRY TWP,PA 16066FACILITY

UPMC HERITAGE SHADYSIDESKILLED NURSING

17 5701 PHILLIPS AVENUE XAFACILITY

PITTSBURGH PA 15217

SUGAR CREEK STATION18 315 CAUSEWAY DRIVE X

SKILLED NURSING A

FRANKLIN,PA 16323FACILITY

UPMC BEDFORD19 10455 LINCOLN HIGHWAY X X X A

EVERETT , PA 15337

UPMC ST MARGARET HARMAR OUTPTCTR

OUTPATIENT20 X A MBULATORY & A

3 MARINER COURTPITTSBURGH,PA 15238

SURGICAL CENTER

UPMC EAST21 2775 MOSSIDE BOULEVARD X X X A

MONROEVILLE PA 15146

Form 990 Schedule H, Part V Section C. Other Facilities That Are Not Licensed, Registered, or SimilarlyRecognized as a Hospital Facility

Section C. Other Health Care Facilities That Are Not Licensed, Registered, or Similarly Recognized as aHospital Facility(list in order of size, from largest to smallest)

How many non-hospital health care facilities did the organization operate during the tax year?43

Name and address Type of Facility (describe)University of Pittsburgh Physicians Physician Services200 Lothrop StreetPittsburgh,PA 15213

Community Medicine Inc Physician Services200 Lothrop StreetPittsburgh,PA 15213

EMERGENCY MEDICINE INC Physician Services200 Lothrop StreetPittsburgh,PA 15213

ERIE PHYSICIAN NETWORK-UPMC INC Physician Services3535 PINE AVENUEERIE,PA 16504

WEST MIFFLIN IMAGING Physician Services1907 LEBANON CHURCH RDWEST MIFFLIN,PA 15122

BETHEL PARK IMAGING Physician Services1300 OXFORD DRIVE STE 2ABETHEL PARK, PA 15102

UPMC AT OXFORD DRIVE Physician Services600 OXFORD DRIVEPITTSBURGH,PA 15146

MAGEE-WOMENS HOSPITAL OF UPMC Physician Services720 PENN AVENUEPITTSBURGH,PA 15221

MAGEE-WOMENS HOSPITAL UPMC Physician ServicesFIFTH AVENUE COMMONS 905 WATSON STPITTSBURGH,PA 15219

MAGEE-WOMENS HOSPITAL OF UPMC Physician Services4075 MONROEVILLE BLVD 2 STE 330MONROEVILLE,PA 15146

MAGEE-WOMENS HOSPITAL OF UPMC Physician Services559 MILLER AVENUECLAIRTON,PA 15025

MAGEE-WOMENS HOSPITAL OF UPMC Physician Services1630 ARLINGTON AVENUEPITTSBURGH,PA 15210

MAGEE-WOMENS HOSPITAL OF UPMC Physician Services4075 MONROEVILLE BLVD 2 STE 225MONROEVILLE,PA 15146

MAGEE-WOMENS HOSPITAL OF UPMC Physician Services2599 WEXFORD-BAYNE ROAD STE 1000ASEWICKLEY,PA 15143

WOMANCARE CENTER NORTH (WEXFORD) Physician Services2599 WEXFORD-BAYNE RD STE 1000BSEWICKLEY,PA 15143

MAGEE-WOMENS CARE SOUTH HILLS Physician Services1300 OXFORD DRIVEBETHEL PARK, PA 15102

MAGEE-WOMENS CARE PLEASANT HILLS Physician Services850 CLAIRTON BLVD STE 2100PLEASANT HILLS,PA 15236

WOMEN'S SPECIALTY CTR AT HILLMAN CANCER Physician Services5115 CENTER AVENUNE STE G 3RD FLRPITTSBURGH,PA 15232

WOMEN'S IMAGING NORTH OF MAGEE-WOMENS Physician Services9000 BROOKTREE ROAD 402WEXFORD,PA 15090

MAGEE-CRANBERRY BREAST IMAGING Physician Services3 ST FRANCIS WAYCRANBERRY TWP,PA 16066

MAGEE ULTRASOUND-BEAVER Physician Services690 STATE AVENUEBEAVER,PA 15009

ULTRA SOUND SERVICES Physician Services960 GREENTREE ROADPITTSBURGH,PA 15220

ULTRA SOUND SERVICES Physician Services8955 LINCOLN HIGHWAYIRWIN,PA 15642

UPMC MERCY GREENTREE Physician Services969 GREENTREE ROADPITTSBURGH,PA 15220

UPMC MERCY BRENTWOOD Physician Services4190 BROWNSVILLE ROADPITTSBURGH,PA 15227

UPMC ST MARGARET LAWRENCEVILLE FAM Physician Services3937 BUTLER STREETPITTSBURGH,PA 15201

UPMC ST MARGARET NEW KENSINGTON FAMILY Physician Services301 11TH STNEW KENSINGTON,PA 15068

UPMC ST MARGARET BLOOMFIELD-GARFIELD Physician Services5475 PENN AVENUEPITTSBURGH,PA 15206

FOREST HILLS IMAGING Physician Services3 PARKWAY CENTER EAST 2020 ARDMOREFOREST HILLS,PA 15221

CARDIAC REHAB Physician Services2001 LINCOLN HIGHWAYWHITE OAK,PA 15131

Form 990 Schedule H, Part V Section C. Other Facilities That Are Not Licensed, Registered, or SimilarlyRecognized as a Hospital Facility

Section C. Other Health Care Facilities That Are Not Licensed, Registered, or Similarly Recognized as aHospital Facility(list in order of size , from largest to smallest)

How many non- hospital health care facilities did the organization operate during the tax year?43

Name and address Type of Facility (describe)WOMANCARE CENTER Physician Services875 N HERMITAGE ROADHERMITAGE,PA 16148

MERCER DIAGNOSTICS CENTER Physician Services737 GREENVILLE ROADMERCER,PA 16137

NEW WILMINGTON DIAGNOSTIC CENTER Physician Services565 NESHANNOCK DRIVENEWWILMINGTON,PA 16142

OCCUPATIONAL & ENVIRONMENTAL MEDICINE Physician Services1980 GREEN STREETFARRELL,PA 16121

OCCUPATIONAL REHABILITATION SERVICES Physician Services2120 LINKENS LANEFARRELL,PA 16121

OCCUPATIONAL REHABILITATION SERVICES Physician Services26 CONNEAUT LAKE ROADGREENVILLE,PA 16125

REGIONAL CENTER FOR SLEEP DISORDERS Physician Services1980 GREEN STREETFARRELL,PA 16121

GREENVILLE MEDICAL CTR FOR RADIOLOGY Physician Services90 SHENANGO STREETGREENVILLE,PA 16125

UPMC NORTHWEST MRI CENTER Physician Services1671 ALLEGHENY BLVDRENO,PA 16343

UPMC NORTHWEST OUTPATIENT PT CENTER Physician Services112 CIRCLE STREETFRANKLIN,PA 16323

MAGEE WOMENS HOSPITAL OF UPMC Physician Services815 FREEPORT ROAD STE 2160PITTSBURGH,PA 15215

MAGEE WOMENS HOPSITAL OF UPMC Physician Services5957 LINCOLN HIGHWAYIRWIN,PA 15642

CHILDREN'S EAST Physician Services4055 MOSSIDE BOULEVARDMONROEVILLE,PA 15146

efile GRAPHIC print - DO NOT PROCESS I As Filed Data - I DLN: 93493135005304

Schedule I OMB No 1545-0047

(Form 990) Grants and Other Assistance to Organizations,2012Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.Department of the Treasury l Attach to Form 990Internal Revenue Service

Name of the organization Employer identification number

UPMC GROUP20-8295721

JL^ll General Information on Grants and Assistance

1 Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, andthe selection criteria used to award the grants or assistance? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F Yes 1 No

2 Describe in Part IV the organization's procedures for monitoring the use of grant funds in the U nited States

Grants and Other Assistance to Governments and Organizations in the United States . Complete if the organization answered "Yes" toForm 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of (b) EIN (c) IRC Code (d) Amount of cash (e) Amount of non- (f) Method of (g) Description of (h) Purpose of grantorganization section grant cash valuation non-cash assistance or assistance

or government if applicable assistance (book, FMV,appraisal,

other)


2 Enter total number of section 501(c)(3) and government organizations listed in the line 1 table . ► 162

3 Enter total number of other organizations listed in the line 1 table . . 13

For Paperwork Reduction Act Notice, see the Instructions for Form 990 . Cat No 50055P Schedule I (Form 990) 2012

Schedule I (Form 990) 2012 Pa g e 2Grants and Other Assistance to Individuals in the United States . Complete if the organization answered "Yes" to Form 990, Part IV, line 22.Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance (b)N umber of (c)Amount of (d)Amount of (e)Method of valuation (f)Description of non-cash assistancerecipients cash grant non-cash assistance (book,

FMV, appraisal, other)

Identifier I Return Reference I Explanation

Part 1 Line 2 It is the policy of UPMC to contribute financial support to tax exempt organizations and agencies that support the upmcmission and strengthen the health and quality of life of those who live and work in the communities we serve UPMC makescertain support payments to the University of Pittsburgh (EIN 25-0965591) under an affiliation agreement between the twoorganizations for the purpose of furthering theirjoint educational and research mission The total of this support for the FiscalYear ending June 30, 2013 exclusive of amounts reported above and inclusive of amounts paid by all UPMC entities is inexcess of$165M

Schedule I (Form 990) 2012

Complete this Dart to provide the information required in Part I. line 2. Part III. column (b). and any other additional information

Additional Data

Software ID:

Software Version:

EIN: 20 -8295721

Name : UPMC GROUP

Form 990,Schedule I, Part II, Grants and Other Assistance to Governments and Organizations in the United States

Return to Form

(a) Name and address of (b) EIN (c) IRC Code section (d) Amount of cash (e) Amount of non- (f) Method of (g) Description of (h) Purpose of grantorganization if applicable grant cash valuation non-cash assistance or assistance

or government assistance (book, FMV, appraisal,other)

10000 FRIENDS OF PA240 31-1621197 501(c)(3) 10,000 Charitable DonationNorth Third StreetSuite 407Harrisburg, PA 17101

A GLIMMER OF HOPEPO 25-1627978 501(c)(3) 10,000 BreastCncrAwareBOX 908Wexford, PA 15090




ACHMA COLLEGE FOR 77-0588145 501(c)(3) 8,500 Charitable DonationBEHAVIORAL HLTHLEADER7804 Loma del NorteRd NEAlbuquerque, NM871095419

ADVISORY BOARD ON 25-1760214 501(c)(3) 7,500 Autism SupportAUTISM AND RELATED DIS35 WILSON STSte 100Pittsburgh,PA 15223




ALL AMERICAN BASEBALL 99-9999999 n/a 8,000 Charitable DonationCENTER9100 Commerce CirTrafford, PA 15085

ALLEG CONFERENCE ON 25-0965213 501(c)(3) 275,000 Community DevelCOMMUNITY DEV11Stanwix Street17th FloorPittsburgh,PA 15222




ALLEGHENY COUNTY EMS 25-1495653 501(c)(3) 301,600 Charitable DonationCOUNCIL400 NLEXINGTON STPittsburgh,PA 15208

ALLEGHENY COUNTY 25-0939212 501(c)(3) 6,050 Charitable DonationMEDICAL SOCIETY713RIDGE AVEPittsburgh,PA 15212




ALTOONA REG HEALTH 55-0787040 501(c)(3) 10,000 Support Hth Care SysSYSTEM FND FOR LIFE620Howard AveAltoona,PA 16601

AMER ASSOC FOR 13-3299366 501(c)(3) 9,500 Charitable DonationTREATMENT OF OPIODDEP225 Varick Street4th FloorNewYork,NY 10014




AMERICAN CANCER 25-1798733 501(c)(3) 126,100 Cancer ResearchSOCIETY320 BILMAR DRPittsburgh,PA 15205

AMERICAN DIABETES 13-1623888 501(c)(3) 50,000 Diabetes ResearchASSOCIATION100 WStation Square DrivePittsburgh,PA 15219




AMERICAN HEART 13-5613797 501(c)(3) 321,122 Heart Disease RschASSOCIATION777 PENNAVESuite 200Pittsburgh,PA 15235

AMERICAN LIVER 36-2883000 501(c)(3) 74,500 Liver Disease RschFOUNDATION100 WStationSquare Dr Ste 215Pittsburgh,PA 15219




ANIMAL FRIENDS562 Camp 25-0951565 501(c)(3) 102,750 Charitable DonationHorne RoadPittsburgh ,PA 15237

ARTHRITIS FOUNDATION 25-0983073 501(c)(3) 25,500 A rthritis Research790 HOLIDAY DRIVEPittsburgh ,PA 15220




ATTACK THEATRE INC 20-1909284 501(c)(3) 15,000 Charitable Donation2425 LIBERTY AVEPittsburgh,PA 15222

AUGUST WILSON CTR 25-1892177 501(c)(3) 8,500 Charitable DonationAFRICAN AMER CULTURE980 LIBERTY AVEPittsburgh,PA 15222




AUTISM SPEAKS8035 20-2329938 501(c)(3) 10,000 A utism ResearchMCKNIGHT ROADSuite 301Pittsburgh ,PA 15237

BLOOMFIELD LITTLE ITALY 46-0691769 n/a 21,000 Charitable DonationDAYS INC2549 Penn AvePittsburgh , PA 15222




BOROUGH OF GREENVILLE 25-6000376 Government 35,050 Charitable Donation125 Main StGreenville, PA 16125

BUHL PARK CORPORATION 20-3453034 501(c)(3) 6,000 Charitable Donation715 Hazen RoadHermitage,PA 16148




CANCER CARING CENTER 25-1547942 501(c)(3) 7,000 Cancer Support4117 LIBERTY AVEPittsburgh,PA 15224

CARNEGIE INSTITUTE 25-0965280 501(c)(3) 38,500 Educational4400 FORBES AVEPittsburgh,PA 15213




CATHOLIC CHARITIES 65-1307739 501(c)(3) 25,500 Charitable DonationFREE HEALTH CARE CENT212 Ninth StreetPittsburgh,PA 15220

Community College of 23-2612698 501(c)(3) 138,833 EducationalPhiladelphia EDUCATIONFUND1700 SPRINGGARDEN STPhiladelphia, PA 19130




CHILDRENS HOME OF 25-0965292 501(c)(3) 6,500 Charitable DonationPITTSBURGH5324 PENNAVEPittsburgh,PA 15224

CHILDRENS HOSPITAL OF 25-1865744 501(c)(3) 20,600 Charitable DonationPGH FOUNDATIONOneChildrens Hospital Drive4401 Penn AvenuePittsburgh,PA 15224




CHILDRENS MUSEUM OF 25-1379704 501(c)(3) 6,000 Community DevelPGH4401 Penn AvenuePittsburgh,PA 15224

CITY OF FARRELL500 25-6000858 Government 35,000 Community DevelRoemer BlvdFarrell, PA 16121




CITY THEATRE1300 25-1554580 501(c)(3) 25,000 Charitable DonationBingham StPittsburgh ,PA 15203

CIVIC LIGHT OPERA719 25-6000890 501(c )( 3) 31,000 Community DevelLIBERTY AVE6th FloorPittsburgh ,PA 15222




COMMUNITY FOUNDATION 25-1637373 501(c)(3) 10,000 Community DevelFOR THE ALLEGHENIES116MARKET STJohnstown, PA 15901

COMMUNITY FOUNDATION 25-1407396 501(c)(3) 10,000 Community DevelOF W PA AND E OH7 WestState StreetSuite 301Sharon, PA 16146




COMMUNITY HUMAN 25-1219610 501(c)(3) 13,600 Community DevelSERVICES CORP374 LAWNSTPittsburgh ,PA 15213

COMMUNITY OUTREACH 25-1402188 501(c)(3) 35,023 Community Devel416 Lincoln AvePittsburgh , PA 15209




CORO CENTER FOR CIVIC 31-1703402 501(c)(3) 15,200 Charitable DonationLEADERSHIP33 TERMINALWAYSuite 429APittsburgh,PA 15219

COUNTY OF ALLEGHENY 25-6001017 501(c)(3) 13,450 Charitable DonationONE SMITHFIELD STPittsburgh,PA 15222




CYSTIC FIBROSIS 25-1155227 501(c)(3) 8,800 Cystic Fibrosis RschFOUNDATION6931ARLINGTON ROADSuite 200Bethesda,MD 20814

DAPPER DAN CHARITIES34 23-7216540 501(c)(3) 21,500 Charitable DonationBOULEVARD OFTHEALLIESPittsburgh,PA 15222




DARKHORSE BENEFITS INC 38-3843137 501(c)(3) 10,000 Charitable Donation607 Prairie Lake DrCasselberry, FL 32730

DELTA FOUNDATION OF 23-2874576 501(c)(3) 30,000 Charitable DonationPITTSBURGH911 GalvestonAvePittsburgh,PA 15233




DEPAUL SCHOOL FOR 25-0965321 501(c)(3) 15,000 Charitable DonationHEARING AND SPEECH6202 Alder StPittsburgh,PA 15206

DIGNITY ROBES OF ST 95-3276664 501(c)(3) 5,440 Charitable DonationLOUISE DE Marillac320McMurray RoadPittsburgh,PA 15241




DUQUESNE UNIVERSITY 25-1035663 501(c)(3) 24,758 EducationalOF THE HOLY SPIRIT600Forbes AvenueAdmin Bldg Rm 205Pittsburgh,PA 15282

EAST END COOPERATIVE 23-1722988 501(c)(3) 10,000 Charitable DonationMINISTRY250 N HIGHLANDAVEPittsburgh, PA 15206




EAST LIBERTY FAMILY 25-1417228 501(c)(3) 91,250 Charitable DonationHealth Care6023 HARVARDSTPittsburgh,PA 15206

EPILEPSY FOUNDATION 23-7241930 501(c)(3) 46,000 Epilepsy ResearchWESTERN CENTRAL PA1501 REEDSDALE STPittsburgh,PA 15233




ERIE COMMUNITY 25-6032032 501(c)(3) 25,000 Community DevelFOUNDATION459 WESTSIXTH STErie,PA 16507

FAMILY HOSPICE AND 25-1529649 501(c)(3) 10,000 Charitable DonationPALLIATIVE CARE50MOFFETT STREETPittsburgh, PA 15243




FAMILY HOUSE INC242 25-1519959 501(c)(3) 171,420 Temporary HousingMCKEE PLACEPittsburgh,PA 15213

FAMILY SERVICES OF WPA 25-0965341 501(c)(3) 6,000 Charitable Donation3230 WILLIAM PITT WAYPittsburgh,PA 15238




FARRELL AREA SCHOOL 76-4325097 Government 35,000 EducationalDISTRICT1600 Roemer BlvdFarrell, PA 16121

FAYETTE EMS102 W 25-1404399 501(c)(3) 10,000 Charitable DonationCrawford AveConnellsville, PA 15425




FLAGSHIP NIAGARA 25-1422309 501(c)(3) 10,000 Charitable DonationLEAGUE INC150 E FRONTSTErie,PA 16507

FND FOR PHYSICAL 04-3630273 501(c)(3) 10,000 Charitable DonationMEDICINE AND REHAB9700 W Bryn MawrAveSuite 200Rosemont,IL 60018




FRATERNAL ASSOC OF 25-1368007 501(c)(3) 6,000 Emergency MedicinePROF PARAMEDICSPO Box8454Pittsburgh,PA 15220

GATEWAY MEDICAL 02-0704699 501(c)(3) 58,000 Charitable DonationSOCIETY1835 Centre AvePittsburgh,PA 15219




GIRL SCOUTS WESTERN 25-1126094 501(c)(3) 5,800 Charitable DonationPENNSYLVANIA30ISABELLA STSuite 107Pittsburgh,PA 15212

GREATER PGH COMMUNITY 25-1420599 501(c)(3) 5,277 Community DevelFOOD BANK1601 BrightonRoadPittsburgh,PA 15212




GREENVILLE AREA 25-6011926 Government 35,000 EducationalSCHOOL DISTRICT9Donation RoadGreenville, PA 16125

HAMOT HEALTH 25-1400999 501(c )( 3) 10,000 Charitable DonationFOUNDATION300 STATESTErie,PA 16507




IUP RESEARCH INSTITUTE 57-1175778 501(c)(3) 15,000 Educational1011 South DrIndiana,PA 15705

JAMESON HEALTHCARE 25-1536037 501(c)(3) 7,290 Support Hth Care SysFOUNDATION1211Wilmington AveNewCastle,PA 16105




JEWISH COMMUNITY 25-1094514 501(c)(3) 6,000 Charitable DonationCENTER5738 FORBES AVEPittsburgh,PA 15217

JOHNSTOWN SYMPHONY 25-1100701 501(c)(3) 10,000 Charitable DonationORCHESTRA227 FRANKLINSTJohnstown, PA 15901




JUNIOR ACHIEVEMENTOne 25-0983059 501(c)(3) 7,040 Charitable DonationEducation WayColorado Springs,CO 80906

JUVENILE DIABETES 23-1907729 501(c)(3) 44,500 Juvenile Diabetes ReRESEARCH FOUNDATION960 PENN AVESuite 1000Pittsburgh,PA 15222




LA ROCHE COLLEGE900 25-1125048 501(c)(3) 11,500 EducationalBABCOCK BLVDPittsburgh ,PA 15237

LADIES HOSPITAL AID 23-7257527 501(c)(3) 238,750 Charitable DonationSOCIETY200 LOTHROPSTREETPittsburgh ,PA 15213




LAWRENCEVILLE CORP100 25-1471440 501(c)(3) 9,500 Charitable Donation43RD STSuite 114Pittsburgh,PA 15201

LENDING HEARTS114 45-1783751 501(c)(3) 10,000 Charitable DonationHoodridge DrivePittsburgh,PA 15228




LEUKEMIA AND 13-5644916 501(c)(3) 29,000 Leukemia &LYMPHOMA SOCIETY1311 Lymphoma ResearchMamaroneck AvenueSuite 310White Plans, NY 10605

LUMINARI INC219 26-4196781 501(c)(3) 10,000 Community DevelRICHLAND LNPittsburgh, PA 15208




MAGEE WOMENS 25-1462311 501(c)(3) 120,000 Support Hth Care SysRESEARCH INSTITUTEAND FND3339 WARDSTREETPittsburgh,PA 15213

MARCH OF DIMES5168 13-1846366 501(c)(3) 7,350 Charitable DonationCampbells Run RdPittsburgh, PA 15205




MARIO LEMIEUX 23-1708231 501(c)(3) 66,000 Charitable DonationFOUNDATION816 FifthAvenue6th FloorPittsburgh , PA 15219

MATTRESS FACTORY LTD 25-1338941 501(c)(3) 7,500 Charitable Donation500 Sampsonia WayPittsburgh,PA 15212




MCKEESPORT HOSPITAL 25-1380418 501(c)(3) 12,200 Charitable DonationFND1500 FIFTH AVEMckeesport, PA 15132

MEDICAL STUDENT 25-0402510 501(c)(3) 40,320 Charitable DonationSUMMER RESEARCH600Grant Streetpittsburgh,PA 15219




MENTAL HEALTH AMERICA 25-1070248 501(c)(3) 5,300 Mental Health AwareALLEGHENY CO100SHERIDAN SQUAREPittsburgh,PA 15206

MENTORING PARTNERSHIP 23-2876447 501(c)(3) 25,000 Community DevelOF SOUTHWESTERN PA1901-15 CENTRE AVEPittsburgh,PA 15219




MESSAGE CARRIERS OF 30-0539015 n/a 15,250 Charitable DonationPA INC5907 PENN AVESuite 215Pittsburgh,PA 15206

MIGHTY PENGUINS SLED 25-5095701 501(c)(3) 15,000 Charitable DonationHOCKEY INC123 DUNEDINDRCheswick, PA 15024




MONROEVILLE AREA 25-1293687 501(c)(3) 10,350 Charitable DonationCHAMBER OF COMMERCE2790 MOSSIDEBOULEVARDMonroeville ,PA 15146

MUNICIPALITY OF 25-6004094 Government 85,500 CommunityMONROEVILLE2700 DevelopmentMONROEVILLE BLVDMonroeville ,PA 15146




NAMIPO BOX 367Delmont,PA 15626

25-1477291 501(c)(3) 24,845 Charitable Donation

NATIONAL KIDNEY 13-1673104 501(c)(3) 23,000 Kidney Disease RschFOUNDATION700 FIFTHAVENUE4th FloorPittsburgh,PA 15219




NATIONAL MULTIPLE 25-1066473 501(c )( 3) 6,000 MS ResearchSCLEROSIS SOCIETY1501Reedsdale StSuite 105 Cardello BldgPittsburgh ,PA 15233

NATL OVARIAN CANCER 65 -0628064 501(c)(3) 11,500 Ovarian CancerAwareCOALITION6507 WILKINSAVENUEPittsburgh ,PA 15217




NEGRO EDUCATIONAL 25-6070821 501(c)(3) 51,000 EducationalEMERGENCY DRIVE332Fifth AvenueFirst FloorPittsburgh,PA 15222

NEW JERSEY ASSOC OF 22-1549749 501(c)(3) 6,000 Mental Health AwareMENTAL HEALTH88POMPTON AVEVerona, NJ 07044




NEW PITTSBURGH 25-1181398 501(c)(3) 18,000 Charitable DonationCOURIER PUBLISHING COINC315 E CARSON STREETPittsburgh,PA 15219

NY ASSOC OF 16-1218560 501(c)(3) 35,000 Charitable DonationPSYCHIATRIC REHABSERVICES1 Columbia Place2nd FloorAlbany,NY 12207




OAKLAND BUSINESS 25-6000879 501(c)(3) 70,000 Charitable DonationIMPROVEMENT DISTRICT235 Atwood StPittsburgh,PA 15213

OAKLAND CATHOLIC HIGH 25-1604103 501(c)(3) 5,175 EducationalSCHOOL144 North CraigStreetPittsburgh,PA 15213




OPERA THEATER OF PGH 25-1342994 501(c)(3) 25,000 Charitable DonationINCPO BOX 11018Pittsburgh,PA 15232

Orthopaedic Research & Edu 36-6009467 501(c)(3) 11,000 Charitable DonationFdn6300 N RIVER RDSuite 700Rosemont,IL 60019




PA COMMUNITY 23-7291783 501(c)(3) 15,000 Charitable DonationPROVIDERS ASSOCIATION2101 N FRONT STREETHarrisburg, PA 17112

PASSAVANT HOSPITAL 25-1407815 501(c)(3) 83,000 Charitable DonationFOUNDATION9100BABCOCK BOULEVARDPittsburgh,PA 15237




PAUL CHRYST FOOTBALL 45-5357733 N/A 10,000 Charitable DonationCAMP LLC3450 South WaterStreetPittsburgh,PA 15203

PENNSYLVANIA STATE 25-1500292 501(c)(3) 6,000 EducationalUNIVERSITY17 OLD MAINUniversity Park,PA 16802




PENNSYLVANIA RESOURCE 23-6403971 501(c)(3) 10,000 Charitable DonationCOUNCIL64 S 14THSTREETPittsburgh,PA 15203

PEOPLES OAKLAND3433 23-7407933 501(c)(3) 6,841 Charitable DonationBATES STPittsburgh,PA 15213




PERSAD CENTER INC5150 25-1234680 501(c)(3) 40,000 Charitable DonationPenn AvePittsburgh,PA 15224

PG PUBLISHING COMPANY 94-0692700 n/a 25,000 Charitable Donation34 BLVD OF THE ALLIESPittsburgh,PA 15222




PITTSBURGH HOME AND 25-1412378 n/a 7,200 Charitable DonationGARDEN SHOW857 WesternAvePittsburgh,PA 15233

PGH TISSUE ENGINEERING 25-1789285 501(c)(3) 150,000 Charitable DonationINITIATIVEINC450TECHNOLOGY DRIVESuite 211Pittsburgh,PA 15219




PHILADELPHIA 23-1548659 501(c)(3) 6,500 Charitable DonationPSYCHIATRICPO BOX 8820Harrisburg , PA 17105

PHILADELPHIA 23-1352294 501(c )(3) 25,000 EducationalUNIVERSITY402 HENRYAVEPhiladelphia , PA 19144




PHILIPS MEDICAL 13-3429116 n/a 8,221 Support Hth Care SysSYSTEMS3000 MinutemanRoadAndover,MA 01810

PHIPPS CONSERVATORY 25-1492587 501(c)(3) 25,000 Charitable DonationAND BOTANICAL GRDNSONE SCHENLEY PARKPittsburgh,PA 15213




PITTSBURGH AIDS TASK 25-1537128 501(c)(3) 7,500 Charitable DonationFORCE5913 PENN AVEPittsburgh,PA 15206

PITTSBURGH BALLET 23-7101094 501(c)(3) 54,000 Charitable DonationTHEATRE INC2900 LibertyAvePittsburgh,PA 15201




PITTSBURGH BASKETBALL 27-1855447 N/A 6,000 Charitable DonationCLUB1800 New Haven AvePittsburgh,PA 15216

PITTSBURGH CYCLING 25-1790210 501(c)(3) 6,000 Charitable DonationPERFORMANCE311 DellAvenuePittsburgh,PA 15216




PITTSBURGH DISABILITY 25-1815975 501(c)(3) 15,000 Charitable DonationEMPLOYMENT PROJECT1323 Forbes AvenueSuite 232Pittsburgh,PA 15219

PITTSBURGH FILMMAKERS 25-1229210 501(c)(3) 10,000 Charitable Donation477 MELWOOD AVEPittsburgh,PA 15213




PITTSBURGH OPERA2425 25-1073139 501(c)(3) 30,000 Charitable DonationLiberty AvePittsburgh,PA 15222

PITTSBURGH PUBLIC 25-1157808 501(c)(3) 18,136 EducationalSCHOOLS515 N HIGHLANDAVENUEPittsburgh, PA 15206




PITTSBURGH SOCIAL 25-1893152 501(c)(3) 15,000 Charitable DonationVENTURE PARTNERSPOBox 95Allison Park,PA 15101

PITTSBURGH THREE 26-2524046 501(c)(3) 10,000 Charitable DonationRIVERS MARATHON310GRANT STPittsburgh,PA 15219




PITTSBURGH TRUST FOR 25-1469002 501(c)(3) 50,000 Charitable DonationCULTURAL RESOURCES803LIBERTY AVEPittsburgh,PA 15222

PITTSBURGH WINE 20-3730209 n/a 50,000 Charitable DonationFESTIVAL LLCONERIVERFRONT CENTERPittsburgh,PA 15222




PRESQUE ISLE 25-1737521 501(c)(3) 10,000 Charitable DonationPARTNERSHIP301PENNINSULA DRSuite 2Erie,PA 16505

PSC PARTNERS SEEKING A 20-2112635 501(c)(3) 10,000 Charitable DonationCURE5237 So Kenton WayEnglewood,CO 80111




QUANTUM THEATRE218 N 25-1760895 501(c)(3) 10,000 Charitable DonationHIGHLAND AVEPittsburgh,PA 15206

RAFF PRINTING2201 Mary 25-1616578 n/a 9,336 Charitable DonationStPittsburgh, PA 15203




REGIONAL CANCER 25-1631855 501(c )(3) 25,000 Charitable DonationCENTER2500 W 12th StErie,PA 16505

ROBINSON AND ASSOC 86-1128872 n/a 10,000 Charitable DonationCOMMUNICATIONS LLC3421 14th Street NWWashington , DC 20010




RONALD MCDONALD 25-1320272 501(c)(3) 8,000 Charitable DonationHOUSE CHARITIES PGH451 44TH STPenthouse FPittsburgh,PA 15201

SAINT CLAIR HOSPITAL 25-1407399 501(c)(3) 6,000 Health Care System1000 Bower Hill RoadPittsburgh, PA 15243




SENATOR JOHN HEINZ 25-0965391 501(c)(3) 16,500 Charitable DonationPGH REGL HISTORY CTR1212 SMALLMAN STREETPittsburgh,PA 15222

SHALER AREA HIGH 25-1211807 Government 6,800 EducationalSCHOOL DISTRICT381Wible Run RdPittsburgh, PA 15209




SHANER ARENA FOOTBALL 27-2986393 n/a 9,360 Charitable DonationLLC1 Ppg PISuite 2370Pittsburgh,PA 15222

SILK SCREEN ASIAN 20-2602704 501(c)(3) 25,000 Charitable DonationAMERICAN424 SOUTH27TH STPittsburgh, PA 15203




Seneca Place600 GRANT ST 72-1562844 501(c)(3) 10,000 Charitable DonationFloor 56Pittsburgh,PA 15219

SOUTHPOINTE GOLF CLUB 25-1693387 501(c)(7) 6,782 Charitable DonationMEMBERS ASSOCIATION360 Southpointe BlvdCanonsburg,PA 15317




ST MARGARET 25-1520340 501(c)(3) 7,600 Charitable DonationFOUNDATION815FREEPORT ROADPittsburgh,PA 15215

STEEL CITY ROWING CORP 23-2887762 501(c)(3) 20,000 Charitable Donation101 Arch StreetVerona,PA 15147




SUSAN G KOMEN 75-1835298 501(c)(3) 42,500 Cancer AwarenessPITTSBURGH AFFILIATE1133 South BraddockAvenuePittsburgh,PA 15218

T CONN SPORTS INC528 22-3902543 n/a 15,000 Charitable DonationSkyline DriveBelle Vernon, PA 15012




THE AMERICAN IRELAND 25-1306992 501(c)(3) 35,000 Charitable DonationFUND1133 Prospect RoadPittsburgh,PA 15227

THE FIRST TEE OF 01-0867393 501(c)(3) 25,000 Charitable DonationPITTSBURGH5370 SchenleyDrivePittsburgh,PA 15217




THE FRIENDSHIP CIRCLE 20-8950616 501(c)(3) 6,800 Charitable DonationOF PITTSBURGH5872NORTHUMBERLAND STPittsburgh,PA 15217

THE PITTSBURGH 25-0965466 501(c)(3) 7,500 Charitable DonationFOUNDATION5 PPG PLACEPittsburgh,PA 15222




THE PLUM BOROUGH 27-1072734 501(c)(3) 7,600 Charitable DonationCHAMBER OF COMMERCE4555 NEW TEXAS RDPlum, PA 15239

THE REGIONAL 20-2939474 501(c)(3) 12,000 Charitable DonationOPPORTUNITY CENTER707Grant StreetSuite 2305Pittsburgh,PA 15219




THE SALVATION ARMY44 58-0660607 501(c)(3) 60,000 Charitable DonationSouth 9th StreetPittsburgh,PA 15203

THE TWENTY FIVE CLUB 25-0965420 501(c)(3) 9,000 Charitable Donation204 Craft AvenuePittsburgh,PA 15213




THE WOMEN GIRLS FND OF 74-3055311 501(c)(3) 27,500 Charitable DonationSOUTHWESTERN PA100 WSTATIONS SQUARE DRPittsburgh,PA 15219

THELMA LOVETTE YMCA 27-2990653 501(c)(3) 6,000 Charitable Donation2114 Centre AvenuePittsburgh,PA 15219




THIEL COLLEGE75 25-0965576 501(c)(3) 9,000 EducationalCOLLEGE AVEGreenville, PA 16125

THREE RIVERS YOUTH 25-1206924 501(c)(3) 5,150 Charitable Donation6117 BROAD STPittsburgh , PA 15206




TRANSPLANT RECIPIENTS 25-1569468 501(c)(3) 7,500 Charitable DonationINTL O RGANIZATIO N2100M Street NWWashington, DC 20037

TROOPS FIRST 26-3494079 501(c)(3) 6,000 Charitable DonationFOUNDATION INC535 MainStreetSuite 211Laurel, MD 20707




TURTLE CREEK VALLEY 25-1250510 501(c)(3) 10,000 Charitable DonationCOG723 Braddock AvenueBraddock, PA 15104

UNITED MITOCHONDRIAL 25-1767180 501(c)(3) 14,500 MitochondrialDISEASE FOUNDATION Research8085 Saltsburg RoadSuite 201Pittsburgh,PA 15239




UNITED WAY OF 25-1043578 501(c)(3) 341,000 Charitable DonationALLEGHENY COUNTYPOBOX 735Pittsburgh,PA 15230

UNIVERSITY OF 25-0965591 501(c)(3) 4,110,040 EducationalPITTSBURGH4200 FifthAvenuePittsburgh, PA 15260




UPMC CANCER CENTER 20-2671883 501(c)(3) 7,100 Cancer Research5115 Centre AvePittsburgh,PA 15232

UPMC Horizon Community 25-1501823 501(c)(3) 131,862 CommunityHealth Foundation110 North DevelopmentMain StGreenville, PA 16125




UPMC STEELERS STYLE200 25-0965480 501(c)(3) 25,000 Charitable DonationLothrop StPittsburgh,PA 15213

UPTOWN PARTNERS OF 54-0560925 501(c)(3) 20,000 Charitable DonationPITTSBURGHPO BOX53074Pittsburgh,PA 15219




URBAN LEAGUE OF PGH 25-0965592 501(c)(3) 65,000 Charitable Donation610 Wood StreetPittsburgh,PA 15222

VETERANS LEADERSHIP 25-1434643 501(c)(3) 10,500 Charitable DonationPROGRAM2417 E Carson StPittsburgh, PA 15203




WESTERN PA MINORITY 25-1236795 501(c)(3) 8,500 Charitable DonationSUPPLIER DEVELOPMENT424 SIXTH AVEPittsburgh,PA 15219

WESTERN PENNSYLVANIA 25-1053485 501(c)(3) 40,000 Charitable DonationCONSERVANCY800Waterfront DrWashingtons Landing MarinaPittsburgh,PA 15222




WOMEN BUSINESS 51-0410145 501(c)(3) 8,000 Charitable DonationLEADERS1227 25TH ST NWWashington, DC 20037

WOODLANDS 25-1818538 501(c)(3) 6,000 Charitable DonationFOUNDATION134 SHENOTROADWexford, PA 15090




WORLD AFFAIRS COUNCIL 25-1064871 501(c)(3) 8,334 Community DevelOF PITTSBURGH500 GrantStreetPittsburgh,PA 15219

WORLD VISION INC210 95-1922279 501(c)(3) 8,000 Charitable DonationOverlook DriveSewickley, PA 15143




WPIAL615 IRON CITY 23-1382410 501(c)(3) 18,881 Charitable DonationDRIVEPittsburgh,PA 15205

YMCA OF GREATER 25-0969497 501(c)(3) 60,900 Community DevelPITTSBURGH420 FTDUQUESNE BLVDPittsburgh,PA 15222


(a) Name and address oforganization

or government

YWCA OF GREATERPITTSBURGH305 WOODSTREETPittsburgh,PA 15222

(b) EIN (c ) IRC Code section (d) Amount of cashif applicable grant

25-0965639 1 501(c)(3)1 8,500

(e) Amount of non- (f) Method of (g) Description of (h) Purpose of grantcash valuation non-cash assistance or assistance

assistance (book, FMV, appraisal,other)

Community Devel


Schedule J Compensation Information OMB No 1545-0047

(Form 990)For certain Officers, Directors, Trustees, Key Employees, and Highest

2012Compensated Employees1- Complete if the organization answered "Yes" to Form 990,

Department of the Treasury Part IV, question 23. PublicOpen to

Internal Revenue Service 1- Attach to Form 990. 1- See separate instructions. Inspection



20-8295721

Questions Regarding Compensation

la Check the appropiate box(es ) if the organization provided any of the following to or for a person listed in Form990, Part VII , Section A, line la Complete Part III to provide any relevant information regarding these items

F First-class or charter travel 1 Housing allowance or residence for personal use

1 Travel for companions 1 Payments for business use of personal residence

F Tax idemnification and gross - up payments F Health or social club dues or initiation fees

1 Discretionary spending account 1 Personal services ( e g , maid, chauffeur, chef)

Yes I No

b If any of the boxes in line la are checked, did the organization follow a written policy regarding payment orreimbursement or provision of all of the expenses described above? If "No," complete Part III to explain lb Yes

2 Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all officers,directors, trustees, and the CEO/Executive Director, regarding the items checked in line la? 2 Yes

3 Indicate which , if any, of the following the filing organization used to establish the compensation of theorganization 's CEO/Executive Director Check all that apply Do not check any boxes for methodsused by a related organization to establish compensation of the CEO /Executive Director, but explain in Part III

F Compensation committee F Written employment contract

F Independent compensation consultant F Compensation survey or study

F Form 990 of other organizations F Approval by the board or compensation committee

4 During the year, did any person listed in Form 990, Part VII, Section A, line la with respect to the filing organizationor a related organization

a Receive a severance payment or change-of-control payment? 4a Yes

b Participate in, or receive payment from, a supplemental nonqualified retirement plan? 4b Yes

c Participate in, or receive payment from, an equity-based compensation arrangement? 4c No

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III

Only 501 ( c)(3) and 501 ( c)(4) organizations only must complete lines 5-9.

5 For persons listed in Form 990, Part VII, Section A, line la, did the organization pay or accrue anycompensation contingent on the revenues of

a The organization? 5a No

b Any related organization? 5b No

If "Yes," to line 5a or 5b, describe in Part III

6 For persons listed in Form 990, Part VII, Section A, line la, did the organization pay or accrue anycompensation contingent on the net earnings of

a The organization? 6a No

b Any related organization? 6b No

If "Yes," to line 6a or 6b, describe in Part III

7 For persons listed in Form 990, Part VII, Section A, line la, did the organization provide any non-fixedpayments not described in lines 5 and 6? If "Yes," describe in Part III 7 Yes

8 Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that wassubject to the initial contract exception described in Regulations section 53 4958-4(a)(3)? If "Yes," describein Part III 8 No

9 If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulationssection 53 4958-6(c)? 9

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 50053T Schedule 3 ( Form 990) 2012

Schedule J (Form 990) 2012 Page 2

Officers , Directors , Trustees , Key Employees, and Highest Compensated Employees . Use duplicate copies if additional space is needed.For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in theinstructions, on row (ii) Do not list any individuals that are not listed on Form 990, Part VIINote . The sum of columns (B)(1)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line la, applicable column (D) and (E) amounts for that individual

(A) Name and Title (B) Breakdown of W-2 and/or 1099-MISC compensation (C) Retirement and (D) Nontaxable (E) Total of (F) Compensation

(i) Base (ii) Bonus & (iii) Other other deferred benefits columns reported as deferred

compensationincentive reportable compensation (B)(i)-(D) in prior Form 990

compensation compensation


Schedule 3 (Form 990) 2012

Schedule J (Form 990) 2012 Page 3

Supplemental InformationComplete this part to provide the information, explanation, or descriptions required for Part I, lines la, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part IIAlso complete this part for any additional information


Schedule J Part 1 Question 1 UP MC may provide the following benefits to certain executives when they are necessary to achieveUPMC's charitable mission objectives first-class or charter travel, tax indemnification or gross up payments,and/or business club dues or initiation fees Provision of any such benefits is predicated on compliance with theorganization's policies and is subject to review and approval processes Question 4b ALL PERSONSPARTICIPATING IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN ARE DISCLOSED IN SCHEDULEJ WITH CORRESPONDING AMOUNTS DISCLOSED WITHIN THE TOTAL AMOUNT IN SCHEDULE J COLUMN C"DEFERRED COMPENSATION" Due to restrictions imposed by the Internal Revenue Code ("Code"), certainofficers and key employees are limited in the amount of benefits which may be received under a tax qualifiedretirement program Like many employers, UPMC supplements its retirement benefits through a supplementalretirement program The supplemental retirement program is subject to multi year vesting which places the officersand key employees' retirement benefit at risk of forfeiture if the vesting requirements are not satisfied Once vestedhowever, provisions of the Code require that the vested amounts be reported on the Form 990 and the vested officeror key employee include in current income the value of her or his supplemental retirement benefit Notwithstandingthe tax requirement to recognize the vested amount of the supplemental retirement benefit as current income, thisbenefit, which has been earned over her or his entire career, has not and will not be distributed until the officer orkey employee retires or separates from service from U PMC The supplemental retirement program provides for thedistribution of only the amount necessary to satisfy any income tax liability resulting from the vesting during activeemployment Finally, it should be noted that in accordance with IRS instructions, a substantial portion of the amountreported on the Form 990 attributable to supplemental retirement program vesting has been reported in previouslyfiled Forms 990 Question 7 U PMC provides incentive compensation as part of its total compensation program forofficers and key employees This component is based upon the accomplishment of predetermined performance goalsand objectives which focus on the achievement of multiple annual and three year individual and group performancecriteria in the context of appropriate risk taking These criteria directly support U PMC's mission and includepatient quality and satisfaction, community benefits, operational and financial strength, leadership development,and strategic business initiatives among others

Schedule 3 (Form 990) 2012

Additional Data

Software ID:

Software Version:

EIN: 20 -8295721

Name : UPMC GROUP

Form 990, Schedule J, Part II - Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

Return to Form

(A) Name (B) Breakdown of W-2 and/or 1099-MISC compensation (C) Deferred (D) Nontaxable (E) Total of columns (F) Compensation

(ii) Bonus & compensation benefits (B)(i)-(D) reported in prior Form

(i) Base (iii) Other 990 or Form 990-EZ

Compensationincentive

compensationcompensation

David Baer MD (1) 204,963 16,708 1,896 18,137 16,827 258,531 0(u) 0 0 0 0 0 0 0

Beth Clark DO (1) 138,728 24,171 324 4,925 6,275 174,423 0(H) 0 0 0 0 0 0 0

George Fleming MD (i) 327,009 0 4,211 17,500 16,046 364,766 0(H) 0 0 0 0 0 0 0

Roger P Winn (1) 197,497 150,000 48,381 45,950 18,512 460,340 44,663(11) 0 0 0 0 0 0 0

Candi Castleberry- (1) 246,852 140,000 5,770 38,408 14,999 446,029 4,650Singleton (ii) 0 0 0 0 0 0 0

Tamra Minnier (i) 296,257 250,000 25,398 57,932 13,703 643,290 23,449(H H) 0 0 0 0 0 0 0

Thomas Inglesby MD (1) 340,371 0 0 0 88,624 428,995 0(11) 0 0 0 0 0 0 0

Anita Cicero (1) 313,039 0 1,046 15,000 3,616 332,701 0(H) 0 0 0 0 0 0 0

Douglas Garretson (i) 201,258 96,000 4,351 17,645 14,544 333,798 2,499(H) 0 0 0 0 0 0 0

Donald Goodman (1) 164,889 51,500 508 15,563 15,921 248,381 0(11) 0 0 0 0 0 0 0

Thomas Gronow E (1) 148,542 45,668 238 5,901 7,185 207,534 0112013 (ii) 0 0 0 0 0 0 0

Christopher A Gessner (i) 321,327 280,000 18,188 55,817 16,735 692,067 12,600(H) 0 0 0 0 0 0 0

Laurel Ragland R (1) 128,026 60,000 383 10,020 7,600 206,029 01112012 (11) 0 0 0 0 0 0 0

James Gavin (1) 259,251 207,000 35,456 48,373 19,281 569,361 27,849(H) 0 0 0 0 0 0 0

James Giammarco (i) 146,503 78,000 720 13,480 8,921 247,624 0(H) 0 0 0 0 0 0 0

Claudia Roth PhD (1) 304,751 240,000 47,559 51,528 11,020 654,858 23,148(11) 0 0 0 0 0 0 0

Stacey Armstrong E (1) 155,721 10,000 185 9,271 14,095 189,272 0712012 (ii) 0 0 0 0 0 0 0

Randall Kolb MD (i) 176,810 15,520 673 15,629 14,201 222,833 0(H) 0 0 0 0 0 0 0

Deborah Redmond R (1) 92,958 82,000 867 15,954 8,930 200,709 0712012 (ii) 0 0 0 0 0 0 0

Robert Blosat (1) 293,315 260,000 29,990 57,006 19,684 659,995 19,662(11) 0 0 0 0 0 0 0

Form 990, Schedule J , Part II - Officers , Directors , Trustees , Ke y Em p lo y ees . and Hi g hest Com pensated Em p lo y ees


(i) Base (ii) Bonus &(iii) Other

compensation benefits (B)(i)-(D) reported in prior Form990 or Form 990-EZ



Robert B Devlin Esq (1) 173,863 85,000 2,197 17,800 16,512 295,372 0(u) 0 0 0 0 0 0 0

Francis Solaro MD (1) 547,930 245,000 2,973 20,000 17,142 833,045 0(11) 0 0 0 0 0 0 0

Deborah S Brodine (1) 233,182 237,500 43,232 45,388 16,795 576,097 42,269(H) 0 0 0 0 0 0 0

Stephen Nimmo Esq (i) 244,782 184,000 59,449 66,501 19,400 574,132 26,159(H) 0 0 0 0 0 0 0

Jerome Shaffer (1) 185,682 94,000 1,285 18,960 15,444 315,371 0(11) 0 0 0 0 0 0 0

Daniel Grant E612013 (1) 0 0 0 0 0 0 0(ii) 174,304 70,000 1,553 14,215 16,047 276,119 0

David A Nace MD (i) 109,992 54,811 46,405 11,537 1,088 223,833 0(H) 0 0 0 0 0 0 0

James Anthony Palmer (1) 0 0 0 0 0 0 0R 3292013 (ii) 155,469 51,000 84 11,037 12,595 230,185 0

Bryant Wesley Esq E (1) 131,392 63,400 403 11,125 5,764 212,084 0612013 (ii) 0 0 0 0 0 0 0

Bryan Donohue MD (i) 369,219 56,538 2,500 20,000 4,679 452,936 0(H) 0 0 0 0 0 0 0

Michael Anderson R (1) 130,703 47,000 275 8,670 6,958 193,606 03112013 (ii) 0 0 0 0 0 0 0

Brian Fritz R 5312013 (1) 123,016 30,000 201 9,473 15,977 178,667 0(H) 0 0 0 0 0 0 0

Timothy Gaul (i) 254,268 1,321 1,264 14,500 17,256 288,609 0(H) 0 0 0 0 0 0 0

Kotayya Kondaveeti MD (1) 450,000 0 0 0 0 450,000 0(11) 0 0 0 0 0 0 0

Sean Logan (1) 172,501 60,000 486 14,025 2,665 249,677 0(H) 0 0 0 0 0 0 0

Tamra Minton E (i) 157,466 30,000 892 6,600 10,867 205,825 03112013 (ii) 0 0 0 0 0 0 0

Mark Sevco (1) 251,647 185,000 55,151 41,991 15,551 549,340 43,506(11) 0 0 0 0 0 0 0

Eileen Simmons E (1) 225,888 147,000 1,494 20,015 8,469 402,866 774612013 (ii) 0 0 0 0 0 0 0

Robert Voinchet (1) 231,692 178,000 6,279 57,342 16,603 489,916 4,612(11) 0 0 0 0 0 0 0

Colleen Brennan (1) 165,468 60,000 1,082 13,068 15,310 254,928 0(11) 0 0 0 0 0 0 0

Form 990. Schedule J. Part II - Officers. Directors. Trustees. Kev Emulovees. and Highest Comuensated Emulovees






Terrence Lewis Esq (1) 133,673 53,000 263 10,125 8,206 205,267 0(u) 0 0 0 0 0 0 0

Robert J Maha MD R (1) 541,313 0 29,210 14,025 17,625 602,173 22,91510312012 (ii) 0 0 0 0 0 0 0

Paul Mark Paris MD (i) 162,500 6,120 3,041 13,494 1,208 186,363 0(HH) 0 0 0 0 0 0 0

Richard Wadas MD E (1) 243,781 128,233 39,341 17,500 4,041 432,896 01112012 (ii) 0 0 0 0 0 0 0

Philip M Cacchione (1) 427,470 2,012 93,294 20,000 16,192 558,968 0(H) 0 0 0 0 0 0 0

Sheryl Kashuba Esq E (i) 137,668 36,000 667 15,487 6,231 196,053 092012 (ii) 44,139 0 214 0 2,077 46,430 0

Scott Lammie (1) 0 0 0 0 0 0 0(ii) 424,677 420,000 27,658 213,311 19,636 1,105,282 17,000

John Lovelace (1) 0 0 0 0 0 0 0(ii) 269,459 240,000 24,606 57,609 10,959 602,633 9,600

Stephen Perkins MD ()i 0 0 0 0 0 0 0(H ) 266,781 95,000 11,530 44,529 13,074 430,914 8,108

Daniel Vukmer Esq R (1) 0 0 0 0 0 0 092012 (ii) 371,961 0 7,655 13,167 14,115 406,898 6,170

Tulio Estrada MD (1) 521,851 20,000 10,250 17,500 17,909 587,510 0(H) 0 0 0 0 0 0 0

Donald Owrey (i) 215,051 140,000 3,132 38,772 17,261 414,216 2,310(H) 0 0 0 0 0 0 0

Roy J Sartori DO (1) 148,597 44,708 417 16,225 7,833 217,780 0(11) 0 0 0 0 0 0 0

David Shulik (1) 135,463 38,329 1,075 12,656 15,507 203,030 0(H) 0 0 0 0 0 0 0

Thomas Burtch (i) 133,937 9,837 1,152 14,493 5,611 165,030 0(H) 0 0 0 0 0 0 0

Edward Marinzel (1) 177,706 75,000 2,590 14,660 21,664 291,620 0(11) 0 0 0 0 0 0 0

John Kuzmishin (1) 325,536 260,700 18,358 64,598 6,059 675,251 10,531(H) 0 0 0 0 0 0 0

Leslie C Davis (i) 395,669 340,000 20,526 68,434 18,103 842,732 17,000(^^) 0 0 0 0 0 0 0

Joseph Kelley (1) 401,499 113,000 65,405 20,000 2,730 602,634 0(11) 0 0 0 0 0 0 0

Cynthia Dorundo (1) 245,591 205,000 46,772 42,613 14,212 554,188 45,745(11) 0 0 0 0 0 0 0







Sandy Rader (1) 198,755 116,000 969 16,023 17,282 349,029 0(u) 0 0 0 0 0 0 0

Christopher (1) 115,524 23,000 118 9,854 6,716 155,212 0Stockhausen (ii) 0 0 0 0 0 0 0

Merle Taylor (i) 133,852 48,700 239 7,150 15,323 205,264 0(HH) 0 0 0 0 0 0 0

Nicholas Barcellona R (1) 132,832 71,000 84 10,710 15,591 230,217 0612013 (ii) 0 0 0 0 0 0 0

William Cook (1) 287,313 265,000 10,036 46,626 16,133 625,108 9,300(11) 0 0 0 0 0 0 0

Rebecca O'connor Esq (1) 96,220 24,000 160 9,807 20,746 150,933 0R 5172013 (ii) 0 0 0 0 0 0 0

Randall Boggess (1) 353,443 53,187 7,500 7,500 15,621 437,251 0(11) 0 0 0 0 0 0 0

David Gibbons R (1) 145,189 0 35,770 42,107 4,184 227,250 4,5507312012 (ii) 124,540 160,000 5,006 0 3,110 292,656 0

David McCandless MD (i) 250,851 0 3,127 14,800 15,021 283,799 0(H) 0 0 0 0 0 0 0

Roger McCauley R (1) 161,311 48,974 2,138 13,793 6,382 232,598 05312013 (ii) 0 0 0 0 0 0 0

Dave Patton 8112- (1) 134,187 29,505 264 10,452 14,260 188,66813113 (ii) 0 0 0 0 0 0 0

Jason Roebeck E (1) 0 0 0 0 0 0 0242013 (ii) 312,415 46,517 13,328 17,500 13,274 403,034 11,832

William Shaffner Esq (1) 169,341 90,000 20,317 38,964 15,654 334,276 0(11) 0 0 0 0 0 0 0

James W Boyle MD (1) 319,351 2,443 1,273 17,500 18,737 359,304 0(H) 0 0 0 0 0 0 0

Eric Cartwright (i) 260,020 170,000 30,070 64,659 16,943 541,692 15,625(H) 0 0 0 0 0 0 0

David Martin (1) 453,883 390,000 67,535 85,013 18,931 1,015,362 61,649(11) 0 0 0 0 0 0 0

Daniel R Sullivan MD (1) 289,999 39,200 60,216 14,433 2,078 405,926 0(11) 0 0 0 0 0 0 0

Dennis H Tomassetti (1) 240,701 68,000 20,771 44,148 8,921 382,541 3,911(11) 0 0 0 0 0 0 0

Donna Jasko (1) 158,093 75,000 1,130 16,049 13,487 263,759 0(11) 0 0 0 0 0 0 0

John Innocenti (1) 444,679 520,000 78,998 144,201 18,796 1,206,674 70,099(11) 0 0 0 0 0 0 0







Edward T Karlovich (1) 367,119 560,000 165,203 124,873 21,331 1,238,526 139,437(u) 0 0 0 0 0 0 0

John R Carroll (1) 152,659 34,000 2,759 27,152 14,608 231,178 0(H) 0 0 0 0 0 0 0

Alexander3 Ciocca Esq (i) 186,912 114,000 2,558 19,388 16,274 339,132 372(H) 0 0 0 0 0 0 0

Peter Counihan E (1) 270,000 0 57,069 20,000 1,776 348,845 0712012 (11) 0 0 0 0 0 0 0

Edward J Donnelly III (1) 283,301 23,755 4,227 20,000 12,987 344,270 0MD (ii) 0 0 0 0 0 0 0

Kevin Garrett MD (i) 332,318 176,659 2,789 20,000 17,692 549,458 0(HH) 0 0 0 0 0 0 0

Thomas Newman (1) 170,613 94,000 924 15,797 16,128 297,462 0(11) 0 0 0 0 0 0 0

Teresa Petrick (1) 315,602 200,000 42,061 77,521 15,864 651,048 38,249(H) 0 0 0 0 0 0 0

Valerie C Trott (i) 214,401 106,108 16,222 16,583 1,936 355,250 390(H) 0 0 0 0 0 0 0

V Thomas Worrall MD (1) 144,753 0 1,524 7,588 12,989 166,854 0(11) 0 0 0 0 0 0 0

Rich Bondi (1) 154,659 49,500 271 12,853 15,319 232,602 0(H) 0 0 0 0 0 0 0

Stanley Marks MD (i) 818,842 50,000 189,236 136,499 17,627 1,212,204 0(ii) 962,451 0 0 76,996 0 1,039,447 0

Derek Angus MD (1) 349,999 142,630 2,692 20,000 4,005 519,326 0(11) 0 0 0 0 0 0 0

K Ty Bae MD (1) 345,501 199,000 19,832 17,503 4,147 585,983 0(H) 0 0 0 0 0 0 0

Timothy Robert Billiar (i) 372,186 407,211 24,701 37,681 5,721 847,500 0MD (ii) 211,685 0 22,500 0 13,158 247,343 0

Michael BoningerMD (1) 151,663 100,000 18,469 18,410 3,051 291,593 0(11) 0 0 0 0 0 0 0

Robert P Edwards MD (1) 327,331 141,000 4,116 17,500 2,355 492,302 0(H) 0 0 0 0 0 0 0

Ann Evans (i) 295,366 260,000 11,056 55,363 17,004 638,789 10,150(H) 0 0 0 0 0 0 0

Louis D Falo Jr MD (1) 207,966 215,100 19,560 11,922 34 454,582 0(H) 0 0 0 0 0 0 0

Robert M Friedlander (1) 1,316,245 100,000 20,676 16,890 8,057 1,461,868 0MD (ii) 0 0 0 0 0 0 0







Freddie H Fu MD (1) 1,097,117 244,580 35,510 33,401 6,294 1,416,902 0(u) 0 0 0 0 0 0 0

Joel S Greenberger MD (1) 257,999 191,108 32,194 35,103 4,137 520,541 0(H) 0 0 0 0 0 0 0

W Allen Hogge MD (i) 329,049 158,250 25,043 35,183 4,151 551,676 0(H) 0 0 0 0 0 0 0

Jonas T Johnson MD (1) 459,998 275,243 22,883 20,000 5,701 783,825 0(11) 0 0 0 0 0 0 0

James Kang MD E (1) 1,261,256 365,188 5,548 20,000 7,672 1,659,664 0112013 (ii) 0 0 0 0 0 0 0

Joon Sup Lee MD (i) 764,980 125,198 59,694 17,532 5,821 973,225 0(ii) 50,000 0 0 0 0 50,000 0

David A Lewis MD (1) 233,007 189,585 23,617 24,099 3,387 473,695 0(11) 0 0 0 0 0 0 0

James D Luketich MD (1) 2,012,493 575,000 23,846 27,279 6,225 2,644,843 0(H) 0 0 0 0 0 0 0

George K Michalopoulos (i) 231,966 206,063 13,391 22,389 3,163 476,972 0MD (ii) 0 0 0 0 0 0 0

Victor Morell MD (1) 1,737,955 385,505 60,457 17,500 8,334 2,209,751 0(11) 0 0 0 0 0 0 0

Joel B Nelson MD (1) 551,699 256,610 21,269 35,593 5,692 870,863 0(H) 0 0 0 0 0 0 0

Roberto Ortiz-Aguayo (i) 62,742 102,735 54,579 10,051 3,060 233,167 0MD (ii) 0 0 0 0 0 0 0

Michael Ost MD E (1) 385,850 111,741 70,483 15,000 3,797 586,871 0112013 (11) 0 0 0 0 0 0 0

David Hirsch Perlmutter (1) 330,959 122,500 24,544 34,947 5,955 518,905 0MD (H) 0 0 0 0 0 0 0

John J Reilly MD (i) 319,405 100,000 20,952 18,136 4,205 462,698 0(H) 0 0 0 0 0 0 0

Joshua T Rubin MD (1) 159,402 21,641 57,920 14,483 1,137 254,583 0(11) 0 0 0 0 0 0 0

Joel S Schuman MD (1) 331,487 195,675 20,197 29,751 5,899 583,009 0(H) 0 0 0 0 0 0 0

Jeannette South-Paul (i) 83,326 100,000 19,381 14,618 1,454 218,779 0MD (H) 0 0 0 0 0 0 0

Joe Suyama E 112013 (1) 199,944 82,040 56,170 85,000 3,276 426,430 0(11) 0 0 0 0 0 0 0

Michael A Turturro M (1) 217,250 71,127 58,214 20,000 1,951 368,542 0(11) 0 0 0 0 0 0 0







Lawrence Wechsler MD (1) 337,999 108,495 139,113 24,871 3,705 614,183 0(u) 0 0 0 0 0 0 0

John P Williams MD (1) 271,531 190,000 23,184 30,901 4,494 520,110 0(H) 0 0 0 0 0 0 0

Adam Yates E 112013 (i) 184,620 77,567 47,170 13,313 2,909 325,579 0(H) 0 0 0 0 0 0 0

Donald Yealy MD (1) 298,865 125,600 19,257 21,473 2,419 467,614 0(11) 0 0 0 0 0 0 0

Penny Milanovich (1) 197,507 48,200 4,535 18,145 5,938 274,325 0(11) 0 0 0 0 0 0 0

Charles Bogosta (1) 449,990 723,650 63,850 231,299 20,371 1,489,160 58,774(11) 0 0 0 0 0 0 0

Robert J Cindrich (1) 693,145 360,000 169,306 117,335 20,887 1,360,673 143,598(11) 0 0 0 0 0 0 0

Elizabeth Concordia (1) 668,082 1,539,500 21,197 387,108 21,970 2,637,857 17,000(H) 0 0 0 0 0 0 0

Andrea Cotter R (i) 143,574 150,000 222,091 9,424 7,085 532,174 9,100(H) 0 0 0 0 0 0 0

Sandra Danoff (1) 378,974 352,000 55,860 67,904 17,906 872,644 51,708(11) 0 0 0 0 0 0 0

Robert A DeMichiei (1) 461,841 723,650 19,714 310,969 20,373 1,536,547 17,000(11) 0 0 0 0 0 0 0

Daniel Drawbaugh (1) 512,679 698,113 126,108 237,818 17,182 1,591,900 120,750(11) 0 0 0 0 0 0 0

David Farner (1) 457,815 907,338 388,582 320,285 22,607 2,096,627 385,710(11) 0 0 0 0 0 0 0

C Talbot Heppenstall Jr (1) 362,883 612,500 23,991 256,474 16,734 1,272,582 17,000(H) 0 0 0 0 0 0 0

Diane Holder (i) 0 0 0 0 0 0 0(ii) 577,933 1,060,875 29,423 440,258 13,595 2,122,084 17,000

Michele P Jegasothy (1) 126,962 71,000 257 11,725 16,151 226,095 0Esq (ii) 0 0 0 0 0 0 0

Arthur S Levine MD (1) 0 0 0 0 0 0 0(ii) 771,085 0 71,684 30,000 13,304 886,073 0

WThomas McGough (i) 594,058 750,000 27,873 156,305 20,283 1,548,519 17,000(H) 0 0 0 0 0 0 0

Mark A Nordenberg (1) 0 0 0 0 0 0 0(11) 565,652 0 27,184 68,490 68,857 730,183 0

Gregory K Peaslee (1) 439,035 694,575 127,591 298,811 24,387 1,584,399 107,150(11) 0 0 0 0 0 0 0







Jeffrey A Romoff (1) 959,017 3,050,000 447,403 2,072,207 22,448 6,551,075 408,790(u) 0 0 0 0 0 0 0

Steven D Shapiro MD (1) 415,737 550,000 22,672 171,927 6,345 1,166,681 17,000(ii) 163,636 0 22,500 0 17,522 203,658 0

Marshall Webster MD (i) 306,987 723,650 244,251 157,815 5,122 1,437,825 218,989(ii) 91,786 0 22,500 0 16,995 131,281 0

David Bartlett MD (1) 709,999 266,790 4,299 17,500 5,754 1,004,342 0(11) 0 0 0 0 0 0 0

Marguerite Bonaventura (1) 264,966 58,397 62,123 20,000 2,174 407,660 0MD (H) 0 0 0 0 0 0 0

Mohammad Idrees MD (i) 19,999 0 0 1,200 29 21,228 0(H) 0 0 0 0 0 0 0

Mary Korytkowski MD (1) 37,287 24,278 35,685 8,117 733 106,100 0(11) 0 0 0 0 0 0 0

Rita Patel MD (1) 260,000 50,000 3,277 20,000 1,952 335,229 0(H) 0 0 0 0 0 0 0

Adele Towers MD (i) 138,800 46,108 54,653 14,889 2,297 256,747 0(H) 0 0 0 0 0 0 0

Eric Weaverling (1) 206,990 0 2,035 17,723 14,596 241,344 0(11) 0 0 0 0 0 0 0

Joel Yuhas (1) 0 0 0 0 0 0 0(ii) 287,007 161,200 283,779 66,769 147,600 946,355 9,717

Dennis Zerega (i) 180,988 70,000 4,471 17,683 9,629 282,771 0(H) 0 0 0 0 0 0 0

Rudolph Antoncic Jr (1) 247,107 0 7,463 52,553 14,360 321,483 0(11) 0 0 0 0 0 0 0

Jules Sumkin MD (1) 429,999 68,920 69,135 20,000 4,065 592,119 0(H) 0 0 0 0 0 0 0

Margaretha (i) 283,095 58,377 79,596 20,000 4,327 445,395 0Casselbrandt MD (H) 0 0 0 0 0 0 0

Anita Courcoulas MD (1) 524,931 138,100 3,291 20,000 4,928 691,250 0(11) 0 0 0 0 0 0 0

Michael Finikiotis MD (1) 246,930 44,013 867 17,500 15,199 324,509 0(H) 0 0 0 0 0 0 0

Evan Waxman MD (i) 188,755 108,095 53,710 17,500 3,199 371,259 0(H) 0 0 0 0 0 0 0

Susan Mammarella (1) 130,660 57,000 668 11,868 21,043 221,239 0(H) 0 0 0 0 0 0 0

Madhusudana Nair MD (1) 230,267 8,000 3,188 9,620 13,364 264,439 0(11) 0 0 0 0 0 0 0







Curits Waligura DO (1) 100,003 0 0 7,000 29 107,032 0(u) 0 0 0 0 0 0 0

Barry London (1) 132,957 0 168,432 30,582 2,146 334,117 0(H) 0 0 0 0 0 0 0

Robert Thompson (i) 227,466 88,400 52,688 20,000 1,674 390,228 0(H) 0 0 0 0 0 0 0

Ghassan Bejjani MD (1) 1,305,102 1,190,647 3,528 17,500 25,157 2,541,934 0(11) 0 0 0 0 0 0 0

Richard Spiro MD (1) 973,485 331,808 47,877 15,000 7,804 1,375,974 0(H) 0 0 0 0 0 0 0

Mark Rodosky MD (i) 499,483 1,110,632 54,864 17,500 6,810 1,689,289 0(H) 0 0 0 0 0 0 0

Thomas Gleason MD (1) 1,039,997 375,000 59,144 17,500 6,215 1,497,856 0(11) 0 0 0 0 0 0 0

Paul Gardner (1) 844,285 483,662 2,171 15,000 7,731 1,352,849 0(H) 0 0 0 0 0 0 0

David KupferMD (i) 131,882 0 5,744 21,420 1,010 160,056 0(H) 0 0 0 0 0 0 0

Kenneth Lee MD (1) 265,933 107,681 3,855 20,000 2,383 399,852 0(11) 0 0 0 0 0 0 0

James McLaughlin DO (1) 310,267 0 3,070 17,500 13,935 344,772 0(11) 0 0 0 0 0 0 0

Domingo Oottonello MD (1) 123,629 0 3,403 12,433 9,690 149,155 0(11) 0 0 0 0 0 0 0

Christopher Samuel MD (1) 448,988 21,000 1,224 17,500 15,308 504,020 0(11) 0 0 0 0 0 0 0

David Weber MD (1) 174,552 0 0 12,219 29 186,800 0(H) 0 0 0 0 0 0 0

Joel Weinberg MD (i) 422,178 236,559 9,231 20,000 18,495 706,463 0(H) 0 0 0 0 0 0 0

efile GRAPHIC urint - DO NOT PROCESS I As Filed Data - I DLN: 93493135005304

Schedule K OMB No 1545-0047

(Form 990) Supplemental Information on Tax Exempt BondsComplete if the organization answered "Yes" to Form 990, Part IV, line 24a. Provide descriptions,1- 2012

explanations, and any additional information in Part VI.

Department of the Treasury 1- Attach to Form 990. 1- See separate instructions. •


Name of the organization Employer identification number

UPMC GROUP20-8295721

Bond Issues

(h) On(i) Pool

(a) Issuer name ( b) Issuer EIN (c) CUSIP # (d) Date issued (e) Issue price (f) Description of purpose(g) Defeased behalf of

financingissuer

Yes No Yes No Yes No

Allegheny County HospitalCEM 12/22/2006 Financing

A Development Authority 25-1327925 12-22-2006 25,000,000See Sched

X X X

Allegheny County HospitalCEM 3/28/2007 Financing See

B Development Authority 25-1327925 03-28-2007 9,826,081Schedu

X X X

•m.ii Proceeds

A B C D

1 Amount of bonds retired 6,337,506 2,393,477

2 Amount of bonds legally defeased 0 0

3 Total proceeds of issue 25,000,000 9,826,081

4 Gross proceeds in reserve funds 0 0

5 Capitalized interest from proceeds 0 0

6 Proceeds in refunding escrows 0 0

7 Issuance costs from proceeds 0 0

8 Credit enhancement from proceeds 0 0

9 Working capital expenditures from proceeds 0 0

10 Capital expenditures from proceeds 25,000,000 9,826,081

11 Other spent proceeds 0 0

12 Other unspent proceeds 0 0

13 Year of substantial completion 2007 2007

Yes No Yes No Yes No Yes No

14 Were the bonds issued as part of a current refunding issue? X X

15 Were the bonds issued as part of an advance refunding issue? X X

16 Has the final allocation of proceeds been made? X X

17 Does the organization maintain adequate books and records to support the finalallocation of proceeds?

X X

i n.iii Private Business Use

A B C D


1 Was the organization a partner in a partnership, or a member of an LLC, which ownedproperty financed by tax-exempt bonds?

X X

2 Are there any lease arrangements that may result in private business use of bond-X X

financed property?

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 50193E Schedule K (Form 990) 2012

Schedule K (Form 990) 2012 Pa g e 2

Private Business Use (Continued)

A B C D


3a Are there any management or service contracts that may result in private business useof bond-financed property?

X X

b If "Yes" to line 3a, does the organization routinely engage bond counsel or other outsidecounsel to review any management or service contracts relating to the financedproperty?

c Are there any research agreements that may result in private business use of bond-financed property? X X

d If "Yes" to line 3c, does the organization routinely engage bond counsel or other outsidecounsel to review any research agreements relating to the financed property?

4 Enter the percentage of financed property used in a private business use by entitiesother than a section 501(c)(3) organization or a state or local government 0- 0% 0%

5 Enter the percentage of financed property used in a private business use as a result ofunrelated trade or business activity carried on by your organization, another section 501 %(c)(3) organization, or a state or local government 0-

6 of lines 4 and 5

7 Does the bond issue meet the private security or payment test? X X

ga Has there been a sale or disposition of any of the bond financed property to anongovernmental person other than a 501(c)(3) organization since the bonds were X Xissued?

b If "Yes" to line 8a, enter the percentage of bond-financed property sold or disposed of

c If "Yes" to line 8a, was any remedial action taken pursuant to Regulations sections1 141-12 and 1 145-27

X X

g Has the organization established written procedures to ensure that all nonqualifiedbonds of the issue are remediated in accordance with the requirements under X XRegulations sections 1 141-12 and 1 145-2?

ArbitrageA B C D


1 Has the issuerfiled Form 8038-T? X X

2 If "No" to line 1, did the following apply?

a Rebate not due yet? X X

b Exception to rebate? X X

c No rebate due? X X

If you checked No rebate due" in line 2c, provide in Part VIthe date the rebate computation was performed

3 Is the bond issue a variable rate issue? X X

4a Has the organization or the governmental issuer enteredinto a qualified hedge with respect to the bond issue?

X X

b Name of provider 0 0

c Term of hedge

d Was the hedge superintegrated?

e Was a hedge terminated?

Schedule K (Form 990) 2012

Schedule K (Form 990 ) 2012 Page 3

Arbitrage (Continued )

A B C D


5a Were gross proceeds invested in a guaranteed investmentX X

contract (GIC)7

b Name of provider 0 0

c Term of GIC

d Was the regulatory safe harbor for establishing the fair marketvalue of the GIC satisfied?

6 Were any gross proceeds invested beyond an available temporaryperiod?

X X

7 Has the organization established written procedures to monitorthe requirements of section 148?

X X

Procedures To Undertake Corrective ActionA B C D


1 Has the organization established written procedures to ensurethat violations of federal tax requirements are timely identified

X Xand corrected through the voluntary closing agreement program ifself-remediation is not available under applicable regulations?

Su lemental Information . Com p lete this p art to p rovide additional information for res p onses to q uestions on Schedule K ( see instructions ) .


Sch K, Part III Line 7 0 UPMC has been following management practices and procedures for several years, having evolved from systemsand practices dating back to 2005 Therefore, UPMC believes it adopted management practices and proceduresseveral years ago and answered Part III, Line 7 "yes" UPMC's System Policy Review Committee met on August 9,2012 to unanimously approve its Tax-Exempt Bond Post-Issuance Compliance policy as written procedures werepublished on August 30, 2012

Schedule K (Form 990) 2012


Schedule L Transactions with Interested Persons OMB No 1545-0047

(Form 990 or 990-EZ) 0- Complete if the organization answered

2012"Yes" on Form 990, Part IV , lines 25a , 25b, 26, 27, 28a, 28b, or 28c,or Form 990-EZ, Part V, line 38a or 40b.

Department of the Treasury 0- Attach to Form 990 or Form 990-EZ. 0- See separate instructions. • .



20-8295721

L^l Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only).Cmmnlata iftha nrnanvatinn ancwarari "Yac" nn Fnrm 99O Part TV Iina 75a nr 75h nr Fnrm 990-F7 Part V Iina 40h

1 (a) Name of disqualified person (b) Relationship between disqualified (c) Description of transaction (d) Corrected?person and organization Yes No

2 Enter the amount of tax incurred by organization managers or disqualified persons during the year under section4958 . . . . . . . . . . . . . . . . . . . . . . . . . . . ► $

3 Enter the amount of tax, if any, on line 2, above, reimbursed by the organization . ► $

Loans to and/or From Interested Persons.Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26, or if the

(a) Name of (b) Relationship (c) Purpose (d) Loan to (e)Original (f)Balance (g) In (h) (i)Writteninterested with organization of loan or from the principal due default? Approved agreement?person organization? amount by board or

committee?

To From Yes No Yes No Yes No

Total ► $ 0

Grants or Assistance Benefitting Interested Persons.

Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested (b) Relationship between (c) Amount of assistance (d) Type of assistance (e) Purpose of assistanceperson interested person and the

organization

For Paperwork Reduction Act Noticee see the Instructions for Form 990 or 990 -EZ. Cat No 50056A Schedule L (Form 990 or 990-EZ) 2012

Schedule L (Form 990 or 990-EZ) 2012 Page 2

Business Transactions Involving Interested Persons.

Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.(a) Name of interested person (b) Relationship

between interestedperson and theorganization

(c) Amount oftransaction

(d) Description of transaction (e) Sharingof

organization'srevenues?

Yes No

Supplemental InformationCom p lete this part to provide additional information for resp onses to questions on Schedule L ( see instructions )


Transactions with Interested PART IV BUSINESS (A) Name of Interested Person Edith Tzeng M D (B)Persons TRANSACTIONS INVOLVING Relationship Between Interested Family Member of University

INTERESTED PARTIES Person and the Organization of Pittsburgh Physicians BoardMemberTimothy Billiar M D (c) Amount ofTransaction$128,931 (D) Description ofTransaction Compensation (E)Sharing of Organizations Revenue NO (A) Name of InterestedPerson Ellen Frank M D (B) Relationship Between InterestedFamily Member of Former Person and the OrganizationUniversity of Pittsburgh Physicians Board Member David KupferM D (c) Amount ofTransaction $43,823 (D) Description ofTransaction Compensation (E) Sharing of OrganizationsRevenue NO (A) Name of Interested Person Anna Roman PhD(B) Relationship Between Interested Family Member ofUniversity Person and the Organization of PittsburghPhysicians Board Member George Michalopoulos M D (c)Amount of Transaction $418,016 (D) Description ofTransaction Compensation (E) Sharing of OrganizationsRevenue NO (A) Name of Interested Person Barbara CohlanM D (B) Relationship Between Interested Family Member ofUniversity Person and the Organization of PittsburghPhysicians Board Member David H Perlmutter M D (c) Amountof Transaction $288,774 (D) Description of TransactionCompensation (E) Sharing of Organizations Revenue NO (A)Name of Interested Person Valerie Trott (B) RelationshipBetween Interested Family Member of University Person and theOrganization of Pittsburgh Physicians Board Member John PWilliams M D (c) Amount ofTransaction $355,249 (D)Description ofTransaction Compensation (E) Sharing ofOrganizations Revenue NO (A) Name of Interested PersonPatricia McCauley (B) Relationship Between Interested PersonFamily Member ofUPMC and the Organization Northwest KeyEmployee Roger McCauley (c) Amount ofTransaction $42,827(D) Description ofTransaction Compensation (E) Sharing ofOrganizations Revenue NO

Schedule L (Form 990 or 990-EZ) 2012


SCHEDULEM Noncash Contributions OMB No 1545-0047

(Form 990)

2012Complete if the organizations answered "Yes" on Form

Department of the Treasury990, Part IV, lines 29 or 30.

P- Attach to Form 990.Internal Revenue Service


20-8295721

Types of Property

(a) (b) (c) (d)Check Number of contributions Noncash contribution Method of determining

if or items contributed amounts reported on noncash contribution amountsapplicable Form 990, Part VIII, line

1g

1 Art-Works of art . . . .

2 Art-Historical treasures

3 Art-Fractional interests

4 Books and publications X 7,900 Fair Market Value

5 Clothing and householdgoods . . . . . . . X 296,136 Fair Market Value

6 Cars and other vehicles . .

7 Boats and planes . . . .

8 Intellectual property . . .

9 Securities-Publicly traded .

10 Securities-Closely held stock

11 Securities-Partnership, LLC,or trust interests

12 Securities-Miscellaneous

13 Qualified conservationcontribution-Historicstructures

14 Qualified conservationcontribution-Other . . .

15 Real estate-Residential

16 Real estate-Commercial

17 Real estate-Other . . .

18 Collectibles . . . . . X 36 7,600 Fair Market Value

19 Food inventory . . . X 4 4,213 Fair Market Value

20 Drugs and medical supplies

21 Taxidermy . . . . . .

22 Historical artifacts . . . .

23 Scientific specimens . .

24 Archeological artifacts

25 ( Baby Formula X 1 482,106 Fair Market Value

26 ( Gift Baskets ) X 113 12,197 Fair Market Value

Admission

27 ( Tickets ) X 31 31,586 Fair Market Value

28 ( Accommodations X 17 32,322 Fair Market Value

Gift

( Certificates ) X 35 4,308 Fair Market Value

( Sport Events ) X 5 25,800 Fair Market Value

( Advertising ) X 1 60,100 Fair Market Value

( Rental Items ) X 2 1,378 Fair Market Value

Childrens

( Treat Bag ) X 8 11,155 Fair Market Value

( Miscellaneous ) X 14 56,249 Fair Market Value

Sports

( Jersey ) X 1 250 Fair Market Value

29 Number of Forms 8283 received by the organization during the tax year for contributionsfor which the organization completed Form 8283, Part IV, Donee Acknowledgement . 29

Yes No

30a During the year, did the organization receive by contribution any property reported in Pa rt I, lines 1-28 that it

must hold for at least three years from the date of the initial contribution, and which is not required to be used

for exempt purposes for the entire holding period? 30a No

b If "Yes," describe the arrangement in Part II

31 Does the organization have a gift acceptance policy that requires the review of any non- standard contributions? 31 Yes

32a Does the organization hire or use third parties or related organizations to solicit, proces s, or sell noncash

contributions? . . . . . . . . . . . . . . . . . . . . . . . . 32a No

b If "Yes," describe in Part II

33 If the organization did not report an amount in column (c) for a type of property for which column (a) is checked,

describe in Part II

For Paperwork Reduction Act Noticee see the Instructions for Form 990 . Cat No 51227 ] Schedule M (Form 990) (2012)

Schedule M (Form 990 ) (2012) Page 2

Supplemental Information . Complete this part to provide the information required by Part I, lines 30b,32b, and 33, and whether the organization is reporting in Part I, column (b), the number of contributions, thenumber of items received , or a combination of both. Also com p lete this p art for an y additional information.


Additional Information Part 1,Column(b), Line 25 - Other The amounts in Column (b) represent the number ofcontributions not the number of items contributed Line 25 -Baby Formula Magee Womens Hospital of UPMC receivesdonations of infant formula that it in turn distributes to needymothers of infants who could not otherwise afford the formulaLine 25 - Other For various fundraising events Steeler items,amusement park admission tickets and other such items aredonated for use in the fundraising event

Schedule M (Form 990) (2012)

efile GRAPHIC p rint - DO NOT PROCESS As Filed Data - DLN: 93493135005304

SCHEDULE 0OMB No 1545 0047

(Form 990 or 990-EZ) Supplemental Information to Form 990 or 990-EZ2012

Department of the Treasury Complete to provide information for responses to specific questions onForm 990 or to provide any additional information . Open

Internal Revenue Service1- Attach to Form 990 or 990-EZ. Inspection


Identifier ReturnReference

Explanation

Part 1 PART 1, LINE 5 AND PART V LINE 2A THE TOTAL NUMBER OF INDIVIDUALS EMPLOYED IN 2012 OF 55,304 ISSummary REPRESENTATIVE OF THE SUM OF ALL INDIVIDUALS EMPLOYED BY EACH OF THE 36 SEPARATE AND DISTINCT

LEGAL ENTITIES THAT ARE SUBSIDIARIES OF UPMC AND ARE INCLUDED IN THE GROUP RETURN PART I, LINE 8CONTRIBUTIONS, GRANTS AND SIMILAR AMOUNTS RECEIVED Pursuant to Treasury regulation Section 1 6033-2(D)(5) the sponsoring entity of UPMC Group , UPMC, has elected to report information about contributions, grants andsimilar amounts received , information about officers , directors, trustees, and key employees, certain other highlypaid employees , certain independent contractors on a consolidated basis along with all members of the UPMCGroup in the UPMC Group return along with all members of the UPMC Group in the UPMC Group return


Explanation

Part III Statement Organizations UPMC GROUP- EIN 20-8295721 FORM 990 - FISCAL YEAR ENDED 06/30/2013 UPMC Group reflects thof Program Programs and e composite information and operations of thirty-six (36) tax exempt entities, including 1 2 hospitals, 10Service Accomplishments physician service entities, 3 skilled nursing facilities, and 11 other anc illary service and support entitiesAccomplishments fromwithin the UPMC (University of Pittsburgh Medical Center) integrated healthcare delivery system

(IHDS) This delivery system is comprised o f premier healthcare providers in the areas of acuteinpatient hospitals, cancer treatment facilities, physician services, skilled nursing facilities and otherancillary healthcare support services that patients may need During the fiscal year ended June 30,2013, the entities within UPMC Group admitted 183,731 inpatients, recorded 1,095,365 inpatient days,555,301 emergency room visits, 160,902 surgeries, and 595 transplants They provided char ity careand other uncompensated care, including Medicaid and Medicare shortfalls, at cost, of approximately$527,000,000 UPMC Group members provided services to the community thr ough charitabledonations, subsidized programs, outreach programs, screenings, educational classes, and volunteerservices at a cost of over $155,000,000 UPMC Group also provided funding for research and healthprofessions education in excess of $356,000,000 The twelv e (12) hospitals that are part of UPMCGroup are UPMC Presbyterian Shadyside, Children's H ospital of Pittsburgh of UPMC, Magee-WomensHospital of UPMC, UPMC Mercy, UPMC St Margare t, UPMC Passavant, UPMC Horizon, UPMCNorthwest, UPMC McKeesport, UPMC Bedford, UPMC East, and UPMC Braddock UPMC PresbyterianShadyside (UPMC Presbyterian) is the academic hub of UPMC's inpatient provider services, and is theregion's largest inpatient acute care hosp ital The mission of UPMC Presbyterian Shadyside is toprovide premier programs in patient care, biomedical and health services research, and teaching thatw ill contribute to the p revention, diagnosis, and treatment of human disease and disability, regardlessof patient s' ability to pay The facilities that are a part of the UPMC Presbyterian Shadyside campu sesare UPMC Presbyterian, UPMC Shadyside, Western Psychiatric Institute and Clinic (WPIC) , UPMCMontefiore, Eye and Ear Institute, and the Hillman Cancer Center UPMC Presbyterian has leadingprograms in organ transplantation, oncology, cardiology and cardiothoracic su rgery, critical caremedicine and trauma services, neurosurgery, orthopedics, ophthalmolog y, and behavioral health, aswell as other medical specialties UPMC Presbyterian is a 792 -bed teaching hospital that has beenproviding health care since 1893 UPMC Shadyside is a 520-bed tertiary hospital that has been servingthe residents of Pittsburgh and the tri-s tate area since 1866 and is a MagnetTM designated hospitalMagnet status is one of the hi ghest achievements a hospital can obtain in professional nursing, anddemonstrates nursing excellence, a commitment to quality patient care, and a healthy workenvironment Western Psychiatric Institute and Clinic is a 310-inpatient-bed facility that is a nationalleade r in the treatment of mental health and addictive disorders UPMC Presbyterian provided ch aritycare and other uncompensated care, including Medicaid and Medicare shortfalls, at a cost ofapproximately $304,000,000 UPMC Presbyterian Shadyside is actively involved in sp onsoring manyprograms for patients, children, teens, seniors, and the community as a whol e and provides theservices to the community through charitable donations, subsidized prog rams, outreach programs,referral centers, screenings, educational classes, and mentorship s, which are targeted at patients,patients' families, and the community at large, at an e stimated cost of $44,000,000 UPMC PresbyterianShadyside funded research and health profe ssions education at an estimated cost of $165,000,000UPMC Presbyterian reached the commu nity through many educational presentations, videoconferences, podcasts, health fairs at schools and neighborhood centers, free screenings, andsupport groups Programs that benef ited patients were free parking during day of discharge andemergency room visits and use of the Blue Shuttle, which provides free transportation from FamilyHouse to the Hospital UPMC Presbyterian provided medications to patients being discharged who couldnot afford the cost of prescriptions Assistance with guardianship services was provided to patientswith financial difficulty, and housing assistance was provided to patients' families who experiencedfinancial difficulty Bus, wheelchair van, and ambulance transportation was pro vided for patients inneed Staff attended numerous health fairs in the area Subjects cov ered included injury prevention,cancer prevention and early detection, nutrition, smoking cessation, and many other medical issuesRenowned for its outstanding clinical services, research programs and medical education, Children


Explanation

Part III Statement Organizations 's Hospital of Pittsburgh of UPMC (Children's) has helped to establish the standards of ex cellence inof Program Programs and pediatric care From ambulatory care to transplantation and cardiac care, tale nted and committedService Accomplishments pediatric experts care for infants, children and adolescents who make m ore than 1,000,000 visits toAccomplishments Children's and its satellite locations each year The primary mission of Children's Hospital of Pittsburgh

is to serve as a community resource dedicate d to improving the health and well-being of children of allages, through excellence in pa tient care, teaching, and research, regardless of the patients' ability topay Children's leads the way in advanced technology application for its use of electronic medicalrecord s, and has been recognized by an independent health care research organization as the number one pediatric hospital in its use of health care information technology Children's pro vided charitycare and other uncompensated care, including Medicare and Medicaid shortfalls, at a cost of over$15,000,000 Services were provided to the community through charitab le contributions, outreachprograms, referral centers, screenings, educational classes and mentorships which are targeted atpatients, patients' families and the community at large, at a cost of $8,900,000 Children's supportedunfunded research and health professions e ducation at an estimated cost of $56,000,000 duringfiscal year 2013 One of the community programs offered by Children's is the Family Care Connection(FCC), with the goal of impr oving the health of children and families in areas with high rates of childabuse, infant mortality, and poverty The FCC offers a variety of family support programs that enhancer elationships between parents and children, improve maternal and child health, address scho ofreadiness through child development activities, and assess and educate to prevent child abuse andneglect FCC staff provides home visits, on-site programming and consultation, referral and linkages toa vast number of community agencies, and child development, paren tang educational, and community-building activities Children's Hospital of Pittsburgh's R onald McDonald House Charities Mobile HealthCare Unit, in partnership with other communit y resources, is focused on improving healthy outcomes,promoting well-being, and providing continuity of care for children who are medically underservedStaff attended several hea Ith fairs in area communities and schools, promoting pediatric and familyhealth through e ducational games, demonstrations, and displays Children's provided free orthodonticcare to those who are uninsured or underinsured and would not have this care available to them Acamp was provided for trans plant/intestinal care patients The camp served to enhance n ormalizationand build self-esteem in patients who have all experienced similar events


Explanation

Part III Statement Organizations Magee-Womens Hospital of UPMC (Magee) enhances the health care and well-being of women, inof Program Programs and fants, and their families As a National Center of Excellence in Women's Health, Magee is consistentlyService Accomplishments recognized for medical excellence and innovation, outstanding patient care, e ducation, research,Accomplishments (continued) standards development, and advocacy Magee is committed to providing s uperior care to area families,

regardless of their ability to pay Magee is a full-service acute care, research and teaching center forwomen, men, and newborns Magee has expanded to include a range of services to both men andwomen including the following diagnostic imaging, including CT and MRI, a heart center, bariatricsurgery, orthopaedics, digestive disorder treatment, pulmonology, thoracic surgery, plastic surgery,vascular surgery, canc er treatment, neurology, and urology Recognized as a National Center ofExcellence in Wom en's Health by the US Department of Health and Human Services, Magee serves asthe teachin g facility for obstetrics, gynecology, gynecologic oncology, and neonatology for the University of Pittsburgh (the University) Members of the medical staff hold academic appointme nts at theUniversity and are actively involved in education and research, as well as pate ent care Nearly 10,000births occur at Magee each year Magee is also the regional referr al center for high-risk maternal careThe hospital's neonatal intensive care unit is the largest in Pennsylvania, treating more than 1,500seriously or critically ill infants annu ally Magee provides weekly prenatal emails to pregnant womenand their family members Th e emails include health information on the growing baby, current researchfindings on newb orn health, and healthy behaviors for pregnant women, such as smoking cessation,breastfee ding, and postpartum depression awareness Nurse educators respond to various healthconce rns of women in the community who call Magee and are directed to the Department of Education for phone consultation These calls are often from the general public rather than from Mageepatients The Pregnancy Safety Information Line serves as a resource for women and h ealthprofessionals who have questions regarding the use of medications or exposures to en vironmentalagents during pregnancy or nursing Most consultations are done over the phone and are free ofcharge Magee is actively involved in the community, serving infants, tee ns, women, men, and theirfamilies During the fiscal year ended June 30, 2013, Magee prov ided charitable contributions andcommunity service programs and similar funding of approx imately $8,700,000 Magee provided fundingfor research and health professions education a t a cost of $14,600,000 Magee provided charity careand other uncompensated care, include ng Medicaid and Medicare shortfalls, at a cost of approximately$25,000,000 for the fiscal year ended June 30, 2013 UPMC Mercy , established in 1847 by the Sistersof Mercy, was t he first hospital in Pittsburgh and the first Mercy Hospital in the U S UPMC Mercyoffers a broad range of services and provides compassionate care in the Catholic tradition The socialresponsibility of Catholic health care is guided by five essential principles to p romote human dignity, tocare for the poor, to contribute to the common good, to exercise responsible stewardship, andadherence to the moral teachings of the Church UPMC Mercy is Pittsburgh's only Catholic hospital withspecialized services, including the neuroscience s, Level 1 trauma and burn services, women's health,orthopaedics, and physical medicine a nd rehabilitation Care is provided to all in need, regardless oftheir ability to pay UP MC Mercy carries out its mission through its core values and with a commitmentto being a transforming, healing presence within the communities it serves UPMC Mercy provided charsty care and other uncompensated care, including Medicaid and Medicare shortfalls, at a cos t ofapproximately $40,000,000 in the fiscal year ended June 30, 2013 UPMC Mercy provided services tothe community through various outreach and other community services programs at a cost of$7,600,000 in the fiscal year ended June 30, 2013, which was borne by the hos petal, and providedfunding of over $15,200,000 for research and health professions educat ion Staff from UPMC Mercyparticipated in various community health fairs They provided educational information in areas ofrehabilitation, stroke, diabetes, screenings, and couns eling In addition, support groups for stroke,brain injury, diabetes, cardiac patients, a nd amputees are offered by UPMC Mercy UPMC Mercy alsoprovided spiritual care and health care to the homeless Programs for families included baby care basictraining, infant and child CPR and first aid, childbirth preparation, and a sibling program UPMC Mercyalso ma de contributions to support several area programs and charities UPMC Mercy provides job shadowing and mentoring experiences for nursing stu


Explanation

Part III Statement Organizations dents and clinical training for phlebotomy students UPMC St Margaret is a 249-bed acute- care andof Program Programs and teaching hospital serving primarily the more than 250,000 residents of Pittsburgh 's northern andService Accomplishments eastern suburbs and is a MagnetTM designated hospital Magnet status is th e highest internationalAccomplishments (continued) recognition for nursing excellence and leadership Founded in 1898 , UPMC St Margaret is home to

one of the oldest and largest family practice residency pro grams in Pennsylvania UPMC St Margaretis committed to its mission of providing quality health care to all in need and has put in place policies toassure access to its services, regardless of ability to pay It provided charity care and otheruncompensated care, incl uding Medicaid and Medicare shortfalls, at a cost of approximately$16,800,000 in the fisc al year ended June 30, 2013 UPMC St Margaret also provided services to thecommunity thr ough free or low-cost outreach programs targeted at patients, patients' families, andthe community All of these programs and support have assisted thousands of people in the community with the cost of over $2,300,000 borne by the hospital in the fiscal year ended June 30, 2013UPMC St Margaret also funded schools of health professions and medical residen cy programs aswell as medical research at a combined cost of over $5,900,000 in fiscal ye ar 2013 UPMC StMargaret's paramedic response team provides advanced life support to pat cents and assistance tolocal ambulance services The unit is staffed with a staff paramed is who responds to assist w hendispatched by county 911 Patients, family members and memb ers of the community have access tothe Health Sciences Library at UPMC St Margaret The library provides health and disease-specificresearch, internet, email access, and recreat ional reading materials The community, includingstudents, patients, nurses, and physicia ns, routinely accesses the library's extensive collection ofbooks and periodicals as a pa rt of information gathering Free medications are distributed by UPMCSt Margaret through the family health center pharmacists and physicians to supply indigent patientswith main tenance medications UPMC St Margaret hosted its annual flu vaccination program to theco mmunity, offering free flu shots to area residents age 65 and older and to individuals wit h chronichealth conditions


Explanation

Part III Statement Organizations Founded in 1849, UPMC Passavant is a provider of quality health care services to patients in the areasof Program Programs and of acute care, emergency care, inpatient care, outpatient care, and community outreach It providesService Accomplishments these services to patients in the northern metropolitan region of Pittsburgh and Allegheny County andAccomplishments (continued) southern Butler County, regardless of their ability to pay As UPMC's tertiary care center north of

Pittsburgh, this state-of-the-art hospital of fers UPMC's brand of world-class medical care at twocampuses to serve communities north o f the city Through UPMC Passavant, high-quality care and allof the resources of an acade mic medical center are now available closer to residents north ofPittsburgh With strong specialty programs in heart care, cancer care, orthopaedics, and spine surgeryat the McCa ndless campus, a Comprehensive Breast Center and state-of-the-art Imaging Center at theCr anberry campus, a truly patient-and-family-centered atmosphere, and expansion projects and erway at both hospital campuses, UPMC Passavant is demonstrating its commitment to excell ence inpatient care During the fiscal year ended June 30, 2013, UPMC Passavant provided charity care andother uncompensated care, including Medicaid and Medicare shortfalls, at a cost of over $30,000,000UPMC Passavant provided many community outreach and support pr ograms in fiscal year 2013 thatincluded health fairs, health screenings, educational/coun seling programs, immunizations, supportgroups, and other programs that benefited the gene ral population of the community These serviceshelped thousands of community members uncle rstand and manage a wide array of health care issuesand conditions The value of these pr ograms and other funding to the community was approximately$5,500,000 in the fiscal year ended June 30, 2013 UPMC Passavant also provided funding forresearch and health professi ons education in fiscal year 2013 at a cost of over $2,500,000 Thecommunity benefited fr om many health fairs in which UPMC Passavant participated Information wasoffered on drab etes, cardiac care, cancer, safety, and stroke, screenings for diabetes and high bloodpre ssure were provided and pulmonary function testing were available UPMC Passavant offered itsFor Your Health series that presented lectures on various health topics It also condu cted its Bridge toHope series that dealt with addiction Founded in 1906, UPMC Horizon st rives to be the premier healthcare delivery system in Mercer County In furtherance of it s mission to provide exemplary health careservices, UPMC Horizon provides patient-centere d, quality health care in a cost-effective manner,subscribing to the values of excellence, compassion, and the respect for human dignity, regardless ofa patient's ability to pay UPMC Horizon, with campuses in Greenville and Shenango Valley, offersclinical expertise in primary care medicine, cardiology, oncology , digestive disorders, bariatric surgery,w omen's health, radiology/imaging services, and pain management During the fiscal year end ed June30, 2013, UPMC Horizon provided charity care and other uncompensated care, include ng Medicaid andMedicare shortfalls, at a cost in excess of $15,200,000 The communities s erved by UPMC Horizon arelocated in an economically distressed and medically underserved area In the year ended June 30,2013, UPMC Horizon provided community service programs an d other funding at a cost of over$4,900,000 and funding for education and research costing approximately $1,600,000 Many groupswithin the community benefited from UPMC Horizon's diabetes initiative where blood sugar screeningsand educational presentations were given to diabetes support groups to raise public awareness of thedisease UPMC Horizon provide d meeting space to area support groups such as Mercer CountyDiabetes, Weight Loss, Mercer County Breast Cancer, and Lupus Also, the hospital donated 40walkers to a district Rota ry program and refurbished durable medical equipment lent to area residentsin need UPMC Northwest, established in 1899, serves the residents of the Franklin and Oil City andsur rounding communities UPMC Northwest is a state-of-the-art medical facility providing acut einpatient, outpatient, behavioral health, rehabilitation, skilled nursing, and support a nd educationservices The hospital provides services to all persons, regardless of abilit y to pay Greater than 65%of UPMC Northwest's fiscal year 2013 patients were Medicare or state Medicaid patients During thefiscal year ended June 30, 2013, UPMC Northwest proved ed charity care and other uncompensatedcare, including Medicaid and Medicare shortfalls, at a cost in excess of $5,400,000 The hospitalprovided funding and services to the commu nity in the aggregate of $4,300,000 through communityoutreach programs targeted at patien ts, their families, and the community, as well as donations andvolunteer services Famili es benefited from UPMC Northwest's Prepared Childb


Explanation

Part III Statement Organizations firth Classes, which readied participants for their childbirth experience UPMC Northwest a Iso offeredof Program Programs and infant care classes which provided information to parents on how to care for n ewborns, and siblingService Accomplishments classes which prepared children to become big brothers or big sisters UPMC Northwest's EspeciallyAccomplishments (continued) for Women program provided information and screenings for wo men's health, and health fairs and

educational programs provided blood pressure screenings , CPR/first aid, smoking cessationinformation, nutrition information, stroke screenings, stroke education, carotid artery evaluations,osteoporosis screenings, body composition, p rostate screenings, and diabetes education UPMCNorthwest staff processed approximately 7 50 results from these health fair screenings UPMCNorthwest provided complementary rooms pace to several organizations, including Safe KidsCoalition, Venango Forest Cancer Coalit ion, Lupus Support Group, Kiwanis Club, Medical Coders,Seniors for Safe Driving, the Diab etic Flu Shot Clinic, and Fort Venango Key Club Blood drives heldthroughout the year ben efited the entire community In addition, the Better Breathing Clinic was aninitiative de signed to improve the care of COPD patients This clinic enhanced self-management skillso f those with COPD and provided education for families/friends supporting those with the di seaseFounded in 1894, UPMC McKeesport is a nonprofit acute care community hospital that primarily servesthe residents of McKeesport and the surrounding area UPMC McKeesport is a teaching hospital, withresidency programs in both family practice and internal medicine UPMC McKeesport provides a widerange of quality health care services, regardless of rac e, creed, sex, national origin, handicap, age,or ability to pay It is located in a geogr aphical area of economic distress, and much of thesurrounding community is recognized as underserved with a population that is elderly andeconomically disadvantaged To serve thi s population, the hospital is an approved site for theProgram of All-inclusive Care fort he Elderly (PACE) As a PACE site, UPMC McKeesport offers aninnovative program of seamles s health care to older patients The hospital's mission is to serve thecommunity with res pect to providing health care services and health care education to all personsTherefore , in keeping with the hospital's commitment to serve all members of its community, the following were provided regardless of an individual's ability to pay free care and/or subsid ized care,care provided to persons covered by governmental programs at below cost, and he alth activities andprograms to support the community


Explanation

Part III Statement Organizations During the fiscal year ended June 30, 2013, UPMC McKeesport provided charity care and othe rof Program Programs and uncompensated care, including Medicaid and Medicare shortfalls, at a cost in excess of $ 11,000,000Service Accomplishments The hospital also provides services to the community through outreach programs , referral centers,Accomplishments (continued) screenings, educational classes, and funding of schools for health pro fessions, which are targeted at

patients, patients' families, and the community The estimated costs of providing these services, aswell as funding education and research support, in fiscal year 2013 were approximately $3,100,000and $5,900,000, respectively The commu nity benefited from UPMC McKeesport's Adult SmokingCessation Classes These classes offer ed education and pharmacotherapy instruction, and nicotinepatches, gum, and lozenges were provided at no cost to participants In addition to following up withclients fromsmokin g cessation programs, the hospital provided community residents with referrals forvarious needs including health care for the uninsured, housing, and social services The hospitalprovided free parking for clients, community programming, and non-employee initiatives U FMCMcKeesport also provided transportation in the form of geriatric van services and unco mpensatedrides through many local venues for the McKeesport community UPMC McKeesport ha s a leadershiprole in The McKeesport Healthier Communities PartnerSHIP and Mon River Fleet Community PartnershipThese organizations are members of the PA State Health Improvemen t PartnerSHIPS and are activelyinvolved in improvements for residents of the Mon River Va Iley and surrounding areas The Mon RiverFleet Community Partnership provided free influe nza and pneumonia immunizations to communityresidents UPMC McKeesport sponsors a summer camp which serves approximately 100 children Withrespect to the camp, administrative ser vices, laundry services, and equipment and supplies storagewere all provided by the hospi tal The hospital offered space at reduced rates to variousorganizations including the YMCA, Pittsburgh Care Partnership, the McKeesport Symphony, andBradford Day Care UPMC Bedf ord is an acute care general hospital, located in Everett, Pennsylvania,with units for me dical care, surgical care, obstetrical care, intensive care, coronary care, andtelemetry services It offers a variety of diagnostic capabilities, including CT scan, MRI, and lath otripsyThe hospital operates a cardiac-pulmonary rehabilitation program, an outpatient procedure unit, and anambulatory surgical unit The emergency facilities include 24-hour i n-house coverage, a licensedheliport for emergency transport, and trauma center affiliate on UPMC Bedford is committed to providingservices to all members of the community, regar dless of their ability to pay During the fiscal yearended June 30, 2013, UPMC Bedford pr ovided charity care and other uncompensated care, includingMedicaid and Medicare shortfal Is, at a cost of approximately $4,100,000 The hospital also providedservices, with an aggregate value of over $2,800,000, to the general population through outreachprograms targ eted at patients, patients' families, and the community Families benefited from the UPMCBedford's Prepared Childbirth Classes which discussed the basics of labor and delivery Ch ildrenparticipated in the hospital's Sibling Classes where they learned how to hold a baby and change adiaper Area elementary students benefited from the hospital's School Tools Drive in which the Hospitalemployees "adopted" children who needed supplies but could not afford them, purchased book bags,and filled the bags with school supplies appropriate t o the age of the child UPMC Bedford contributesspace for several area groups, including the TOPPS Bedford, Multiple Sclerosis Support Group,Overeaters Anonymous Support Group, a nd Ostomy Support Group UPMC East, which opened in thesummer of 2012, is a full-service community hospital that provides patient-centered care Located inMonroeville, PA, UPMC East serves patients using advanced technologies and was built usingenvironmentally effici ent construction practices The hospital is committed to providing services to allmembers of the community, regardless of their ability to pay During the fiscal year ended June 3 0,2013, UPMC East provided charity care and other uncompensated care, including Medicaid andMedicare shortfalls, at a cost of approximately $18,700,000 UPMC East staff attended various areahealth fairs and presented educational talks to the community Topics covered included cancer, stroke,obesity, vascular health, lymphedema, and healthy snacking The hospital donated space for variousorganizations, cookies for a fundraiser, and first aid kits Staff participated in Scouting for Food andcollected winter wear for Project Jubilee There are ten (10) physician service entities that are part ofUPMC Group, including Lin iversity of Pittsburgh Cancer Institute Cancer Ser


Explanation

Part III Statement Organizations vices, University of Pittsburgh Physicians, UPMC Community Medicine, Inc , and UPMC Emerge ncyof Program Programs and Medicine, Inc University of Pittsburgh Cancer Institute Cancer Services (UPMC Cancer Centers)Service Accomplishments provides the highest level of oncology services to patients throughout the tri-st ate region Working inAccomplishments (continued) tandem with the University of Pittsburgh Cancer Institute (UPCI), w hich comprises the academic and

research activities for oncology at the University of Pitt sburgh and UPMC, UPMC Cancer Centersoffers patients the latest advances in cancer prevent ion, detection, diagnosis, and treatment Themission of UPMC Cancer Centers reflects the overall mission of UPCI as a premier National CancerInstitute-designated Comprehensive Ca ncer Center to provide the highest level of clinical care to the30,000 patients treated a t its facilities each year while performing cutting-edge cancer research AtUPMC Cancer C enters, more than 2,300 physicians, scientists, administrative staff, and other healthcar e professionals work together to reduce the burden of cancer They represent a variety ofspecialties including surgical oncology, medical oncology, radiation oncology, otolaryngol ogy, neuro-oncology, gynecologic oncology, palliative care, and behavioral medicine Combi ned, these disciplinesgive the Cancer Centers a range of know ledge which covers virtually all types of adult cancer Themedical professionals at UPMC Cancer Centers encompass 13 areas of expertise, each focusing on aspecific type or treatment of cancer These include a world-renowned Melanoma Program, as well asprograms devoted to brain cancers, breast c ancer, colon and gastrointestinal cancers, head andneck cancers, leukemias and lymphomas, liver cancer, lung cancer, gynecologic cancers, prostateand urologic cancers, and stem c ell transplantation Pediatric cancers are treated by specialists atthe Children's Hospit al of Pittsburgh of UPMC UPMC Cancer Centers is committed to providing qualitycare regar dless of a patient's ability to pay This is evidenced by the fact that in the fiscal year endedJune 30, 2013, UPMC Cancer Centers provided charity care and other uncompensated ca re to all inneed UPMC Cancer Centers is one of the largest integrated community networks of cancerphysicians and health care specialists in the country, and has now expanded int ernationally Thedomestic network covers a geographic area of more than 200 miles around greater Pittsburgh and iscomprised of 180 affiliated oncologists at more than 35 location s throughout western PennsylvaniaThese network locations were selected to make it possib le for any patient in the region to access aUPMC Cancer Centers location within 20 minute s These network locations are closely tied to theHillman Cancer Center through personnel and technology linkages Similarly, the overseas locations inDublin and Waterford, Irela nd, allow patients in those areas access to the expertise and technologyavailable at the Hillman Cancer Center


Explanation

Part III Statement Organizations In addition to the many services offered by UPMC Cancer Centers, it is also significantly involved in theof Program Programs and community During fiscal year 2013, UPMC Cancer Centers funded many commun ity benefit programsService Accomplishments and research costing over $12,000,000 Hillman Cancer Center (the Cen ter) is the flagship treatmentAccomplishments (continued) and research facility of the UPMC Cancer Centers network H ome to the state-of-the-art clinical

services of UPMC Cancer Centers and the nationally an d internationally recognized research of theUniversity of Pittsburgh Cancer Institute, Hi Ilman Cancer Center provides specialized diagnosis,treatment, prevention, and care for pa tients and their families Hillman Cancer Center is home tointernationally regarded surge cal, medical, and radiation oncology specialists, who perform treatmentprocedures unavail able elsewhere in the region The Center also has the region's most advancedimaging techn ologies to detect cancer and monitor treatment Hillman Cancer Center is home to acompone nt of the National Institutes of Health-funded General Clinical Research Center, which provides support for the conducting of clinical trials Beyond clinical care, Hillman Cancer Center also hasa full range of services to help patients better cope with cancer Patient s and their families haveaccess to a wide array of educational, counseling, nutritional a nd genetic resources The University ofPittsburgh Physicians (UPP) is a multi-specialty f acuity/physician practice plan whose mission is tosupport the clinical and academic missi ons of UPMC, support health care services subsidiaries and theUniversity of Pittsburgh Sc hool of Medicine (School of Medicine), and provide highly accessible, high-quality patient care through a wide array of physician/medical specialties at UPMC and its affiliated hospetals and health care entities UPP includes 2,370 academic physicians and allied health careproviders The physicians' specialties include anesthesiology, critical care medicin e, cardiovascularservices, urology, physical medicine and rehabilitation, emergency medic ine, family medicine,pathology, psychiatry, radiology, radiation oncology, internal medic ine, orthopaedics, neurology,neurosurgery, pediatrics, obstetrics and gynecology, surgery , dermatology, ophthalmology,otolaryngology, and heart, lung and esophageal surgery, as w ell as sub specialties within each ofthese broad categories All UPP physicians are also members of the faculty of the University ofPittsburgh's School of Medicine As faculty, t hey educate medical students and doctors in training Inaddition to clinical patient care and resident education, many UPP physicians are involved in cutting-edge medical research One of the primary exempt purposes and missions of UPP is to provide qualityand accessi ble medical care to the public, without regard for a patient's ability to pay This commitment is evidenced by the fact that UPP provided charity care and other uncompensated care, at a costof over $27,000,000 in the fiscal year ended June 30, 2013 UPP serves to enhan ce the quality healthcare services of all of the tertiary and advanced care entities, as well as academic subsidiaries andaffiliates of UPMC As part of this mission, UPP also se rves the community by providing free servicesand programs Throughout the year UPP offere d lipid, blood pressure, skin cancer, and BMIscreenings UPP provided educational informs tion on bariatric surgery, nutrition, cancer, and strokeThe homeless, working poor, tran siently housed, and uninsured are provided health care services atno charge through the P rogram for Health Care to Underserved Populations The volunteer-staffedbasic care clinic s offer services that include general primary care, acute care, chronic diseasemanagement, specialty care, and behavioral health services, as well as freepharmaceuticals/pharmace utical assistance programs and health education The clinics are staffed byvolunteer phys icians and pharmacists In total, UPP provided community service programs of$1,700,000 and funded medical education and extensive funding of research of over $74,000,000 inthe fi scal year ended June 30, 2013 It is the mission of UPMC Community Medicine, Inc (CMI) toprovide high-quality and accessible patient care through primary care physicians and othe rphysician/medical specialties at UPMC and its affiliated hospitals and health care entit ies The creationof CMI as a multi-specialty physician/practice plan has made obtaining m edical care easier, moreefficient, and more effective for patients The resources of the vast array of medical physicians andspecialists are easily and readily accessible to virt ually all patients within CMI's service areas whichinclude western Pennsylvania and the t ri-state area The physicians' specialties available within CMIinclude family medicine, internal medicine, geriatrics, orthopaedics, neurosurgery, pediatrics,obstetrics/gynecolo gy, surgery, ophthalmology, neurology, rheumatolog


Explanation

Part III Statement Organizations y, endocrinology, and pulmonology One of the primary missions of CMI is to provide access able,of Program Programs and quality medical care to the public, without regard for a patient's ability to pay T his commitment isService Accomplishments evidenced by the fact that CMI provided charity care or other uncompensa ted care and communityAccomplishments (continued) services, at a cost of $1,700,000 in the fiscal year ended June 30, 2013 CMI also serves to enhance

the quality of health care services provided by the hosp itals and other healthcare subsidiaries andaffiliates of UPMC As a part of its mission, CMI physicians and staff provide services to the communitythrough various programs which are targeted to patients, patients ' families, and the community at largein an effort to e ducate and promote good health On a routine basis and in conjunction with otherUPMC enti ties and community resources, CMI physicians and staff participate in various screening programs for medical conditions such as osteoporosis, high blood pressure, diabetes, coronary heartfailure, and bariatric surgery Many CMI physicians and staff also participate in ongoing patient, family,community, and physician educational programs related to the prey iously mentioned medicalconditions and a variety of other timely medical topics which are designed to improve the quality ofpatient care and patient outcomes CMI provides physic ian and medical services throughout WesternPennsylvania and the tri-state area in both ur ban and rural settings, including many underservedareas Some of these areas would have n o other physician presence otherwise UPMC EmergencyMedicine, Inc (EM) provides emergenc y medical care and services to individuals in need of immediatemedical treatment, regardl ess of their ability to pay EM physicians provide services to operatingemergency departments of tax-exempt community hospitals that cannot adequately staff their ownemergency de partments As an emergency medical care provider, EM promotes better coordination ofpatie nt care and creates efficiencies by providing each hospital's emergency department with aconsistent core team of EM physicians and a medical director In addition, EM enhances the transitionof care from pre-hospital providers, such as emergency medical technicians (EM Ts) to each hospital'semergency department by collaborating through its core team of EM p hysicians with ambulanceservices and EMTs serving the respective hospital EM provided ch arity care and otheruncompensated care, at a cost of over $5,700,000 in the fiscal year e nded June 30, 2013 CommunityFamily Health Centers, Inc (CFHC) is organized and operated exclusively for charitable, scientific, andeducational purposes, and provided all servic es regardless of patients' ability to pay CFHC has threeprimary activities 1) to assist in developing and maintaining a neighborhood health center and toprovide healthcare serv ices to patients and their families in the underserved surrounding communities,regardless of their ability to pay, 2) to train and educate family practice physicians and residents ofmedical programs who serve in the surrounding community, and 3) to provide additional programs andservices to educate and benefit the surrounding communities CFHC currently o perates aneighborhood health center to serve patients in many diverse sectors of the Pitt sburgh community,regardless of their ability to pay Services provided at the health cent er include care for the entirefamily, such as sick and well-child visits, women's health care, total adult health care, and care forolder adults CFHC also offers family planning and pregnancy care, including delivery, care foremotional, marital, and social problems, sports medicine and treatment of minor injuries, includingfractures, treatment of minor skin problems, house calls in the area if needed, laboratory services, andradiology serve ces


Explanation

Part III Statement Organizations As part of UPMC's integrated delivery system of health care services, UPMC Occupational Me dicine,of Program Programs and Inc offers physician services Its mission is to workwith organizations and corp orations within theService Accomplishments community to supply pre-employment physicals and drug testing In addition, exams are given forAccomplishments (continued) Workers' Compensation claims A physician determines the course of action needed so that the

employee can return to work as soon as possible After a plan of action is determined, the UPMCMcKeesport Worknet group assists with setting up appoin tments for physical and occupationaltherapy Follow up visits are also scheduled, as well as appointments to determine the level of workemployees can do upon their return to work University Health Center of Pittsburgh's (UHCP) primarypurpose is to provide leadership and management to graduate medical education programs UHCPsactivities consist of ample menting, with non-profit Board direction and approval, policies andprocedures for the com mon benefit of its member hospitals These policies and procedures promotethe operation o f UHCPas an efficient, well-rounded, and effective community and regional healthresource UHCP also develops, focuses, facilitates, and implements, with the approval of its members, the relationships with the University of Pittsburgh and more particularly with the Sch ools ofMedicine and Health Sciences UHCP coordinates graduate medical education programs on behalf ofthe members and coordinates affiliations with health care providers consiste nt with its mission as aregional health resource Passavant Professional Associates, Inc provides diagnostic cardiac supportservices for UPMC Passavant patients and related part ies The three (3) skilled nursing facilities thatare part of UPMC Group are Sugar Creek Station, Cranberry Race, and the Heritage ShadysideSugarcreek Station is a licensed, Me dicare/Medicaid certified skilled nursing facility that providesskilled and intermediate long-term care services to residents 24 hours aday During the fiscal yearended June 30, 2013, Sugarcreek Station provided uncompensated care via Medicaid shortfall of over$1,395,000 Cranberry Place is licensed as a Continuing Care Retirement Community (CCRC) As such, Cranberry Place operates the entire continuum of senior care-independent living, person al care,and skilled nursing facilities Cranberry Race's skilled nursing facility is a 1 50-bed residence thatoffers skilled nursing services, rehabilitative services, comprehens ive long-term care and hospicecare for the terminally ill and has an on-site dialysis cen ter This facility is dually certified by Medicareand Medicaid Spacious grounds, courtya rds, and single level design allows for safe movementthroughout the residence The Cranbe rry Race skilled nursing site is located on the campus of UPMCPassavant-Cranberry Hospital of Cranberry Township Cranberry Race provides the highest level ofskilled care, regar dless of a patient's ability to pay During the fiscal year ended June 30, 2013,Cranberry Place provided uncompensated care via Medicaid shortfall of approximately $1,600,000 TheHeritage Shadyside is a 145-bed continuing care facility located in the Squirrel Hill are a of PittsburghThe Heritage Shadyside provides a warm and caring atmosphere for patient care The HeritageShadyside is a residence that offers skilled nursing services, rehabili tative services, comprehensivelong-term care, and hospice care The mission of The Herita ge Shadyside is to provide the best patientcare regardless of a patient's ability to pay During the fiscal year ended June 30, 2013, The HeritageShadyside provided free or uncompensated care via Medicaid shortfall of approximately $1,000,000UPMC Horizon Foundation (the Foundation) provides a volunteer network of community members toincrease philanthrop is support for UPMC Horizon The Foundation raises and distributes money insupport of pro grams and services that contribute to good health and improved quality of life forresiden is in the UPMC Horizon service area Health Center Development provides facilities for its tax-exempt affiliate, UPMC Presbyterian Shadyside, in furtherance of UPMC Presbyterian Sh adyside'sexempt mission UPMC Visiting Nurses Association (VNA) is ranked by The National Association ofHome care Providers as the largest Pennsylvania home health provider and N umber 14 nationally Theorganization provides complete home health nursing services, incl uding behavioral health, IV therapy,medical-surgical, obstetrics, pediatrics, and rehabil itation, regardless of a patient's ability to pay UPMCCommunity Provider Services' progr ams include Living-at-Home, Follow-Me-Home, the Institute forRehabilitation and Research, and the Institute on Aging Living-at-Home and Follow-Me-Home arecommunity outreach prog rams that provide ongoing case management services to senior citizens TheInstitute for R ehabilitation and Research and the Institute on Ag


Explanation

Part III Statement Organizations ing are both collaborative programs that are designed to improve clinical and research cap abilities toof Program Programs and improve quality of care and outcomes for specific populations within western Pennsylvania and theService Accomplishments nation The Aging Institute's information and referral line provides access to information, services, andAccomplishments (continued) resources for older adults, caregivers, researchers, educators and professionals through advocacy

services focused on guidance and support Each call is handled by a social worker who providesappropriate counseling and support based on a thorough needs assessment The social worker alsoprovides outreach and education T he Living-at-Home program provides chronic care management tohelp maintain independence a nd function of the elderly by coordinating their care, providing educationabout their con ditions, and assisting them in managing their medications and obtaining servicesthrough c ommunity resources This program also provides health self-management informationthrough senior centers and housing UPMC Community Provider Services provided over $1,100,000 ins upport for community benefit programs in the fiscal year ended June 30, 2013 Community Ca reBehavioral Health Organization (Community Care), is a behavioral health managed care or ganization(BH-MCO) which manages behavioral health services for approximately one million members whosehealth coverage is sponsored through Medicaid, Medicare or commercial plans Community Care'smission is to improve the health and well-being of the community throug h the delivery of clinicallyeffective, cost-efficient, and accessible behavioral health s ervices It seeks to improve the quality ofservices for members through a stakeholder par tnership focused on outcomes Community Carebelieves that quality is measured by the impr oved health of its members, which translates to higherfunctioning in the community Commu nity Care believes that the highest quality services are bestprovided through a not-for-p rofit partnership with public agencies, experienced local providers, andinvolved members and families Community Care manages behavioral health services, as well astreatment for drug and alcohol abuse to Medical Assistance enrollees under contracts with certainPennsy Ivania counties and with the Commonwealth of Pennsylvania pursuant to the HealthChoicesma naged care program that was established by the Pennsylvania Department of Public WelfareIndividuals eligible for the Medical Assistance program are low-income or indigent members of thecommunity who otherwise would not be able to afford mental health therapy and trea tment and/ortreatment for alcohol or drug addiction or dependency With a network of appr oximately 3,000behavioral health care providers, Community Care is the only BH-MCO with c ontracts in everyPennsylvania HealthChoices region (Southeast, Southwest, Northeast, Nort h Central, and Lehigh-Capital) Community Care's activities include the full range of serv ices necessary to manage effectivetreatment to its behavioral/mental health enrollees, in cluding care management, treatment coordinationwith other healthcare providers, claims pr ocessing, and quality management pursuant to NationalCommittee for Quality Assurance stan Bards


Explanation

Part III Statement Organizations UPMC Overseas supports the international organ transplantation program of UPMC Presbyterianof Program Programs and Shadyside by coordinating the purchase of management and professional services for the Istituto, anService Accomplishments Italian transplant facility operated as a joint venture between several Italian governmental hospitals andAccomplishments (continued) UPMC The UPMC Center for Health Security (the Center) was organized to conduct scientific research

and education (a) to prevent the development and use of biological weapons, (b) to catalyzeadvances in science and governance that diminish the power of biological weapons as agents ofmass lethality, and (c) to lessen the human suffering that would result if the prevention efforts failModern societies are highly vulnerable to bioattacks because global travel enables rapid spread ofcontagious diseases Adequate response is not dependent on military strength, but on medical andpublic health systems and the availability of effective drugs and vaccines To counter the threat ofbioterrorism, the United States is developing a new paradigm for defense, and realigning its nationalsecurity priorities and investments accordingly Hospital personnel, clinicians, public health officialsand bioscientists are the frontline defenders in this new security era An effective defense againstbioattacks must include the design and construction of new operational systems that can deliveremergency medical care to a large number of critically ill individuals To accomplish this, the time todevelop new vaccines and create new drugs must be dramatically reduced in order to respond tounanticipated events and bioengineered weapons The work of the Center is intended to benefit thesecurity of nations against biological weapons The faculty of the Center gives presentations atmedical, public health, and science meetings around the world on issues related to biodefense Thefaculty of the Center serves on numerous task forces and committees that serve local, state, andinternational governments, and the faculty often testify before the United States Congress UPMC forYou is a Managed Care Organization (MCO) licensed by the Pennsylvania Department of Health andthe Pennsylvania Insurance Department Through contracts with the Department of Public Welfare(DPW), UPMC for You offers coverage to eligible Medical Assistance recipients living in 14 counties inWestern Pennsylvania UPMC for You has been the fastest growing Medical Assistance MCO inSouthwest Pennsylvania (serving more than 153,709 individuals) in recent years Additionally UPMCfor You is the largest Medical Assistance program in western Pennsylvania and the number onequality plan in Pennsylvania for eight out of nine years in a row according to NCQA and is ranked 8thnationally for CY 2012, and as one of the top 10 plans for the last three years UPMC for You servesthose members that meet certain federal poverty guidelines, including the aged, blind, and disabled,and has been very successful in meeting the needs of this unique population The Center forEmergency Medicine of Western Pennsylvania was originally formed in 1978 to bring the City ofPittsburgh and the University of Pittsburgh School of Medicine together to improve the quality anddelivery of emergency medical services in Pittsburgh Currently, the Center provides medical directionfor the City of Pittsburgh Bureau of EMS STAT MedEvac, a service of the Center for EmergencyMedicine, provides air medical transport to patients with critical illnesses and/or injuries STATMedEvac is the Region's only helicopter service with three single pilot instrument rated helicoptersEach of STAT MedEvac's helicopters are staffed 24-hours a day with an EMS pilot and a two-personmedical crew including a nurse, paramedic, or physician As a consortium, the Center for EmergencyMedicine is a unique model of success -- an advanced system of emergency transport, clinical care,education and research governed by a group of tertiary care and community hospitals and a leadinguniversity in concert with a mayor metropolitan municipality The Center has become the world's leadinginstitute for the advancement of emergency medicine research and education, and most importantly,patient care

Identifier Return ExplanationReference

Part IV Checklist of Required Question 12 An external audit is completed at a consolidated UPMC system level only,Schedules including UPMC and all subsidiaries


Explanation

Part VI SECTION A QUESTION 1 The total number of voting board members and total number of independent board membersGovernance , GOVERNING represent a composite of all of the UPMC Group subordinates However, these numbers do not include ex-Management , BODY AND officio or other board members who are not entitled to vote on board matters or members of boards that areand MANAGEMENT advisory in nature and subject to the authority of the UPMC parent board for material board decisionsDisclosure Although the composite numbers for the UPMC Group do not reflect majority board independence, all of

these boards are ultimately subordinate to the UPMC parent board Please see the UPMC parent Form 990for more information Question 2 Multiple UPMC Officers, Directors, Trustees , and/or Key Employees havebusiness relationships by virtue of the fact that they are also Officers , Directors, Trustees, and/or KeyEmployees of UPMC subsidiaries and affiliates, which are not separately disclosed below There are noother UPMC Officers, Directors, Trustees , and/or Key Employees that have business relationships, requiredto be disclosed by Form 990 Part VI , Section A , Line 2 , by virtue of the fact that they are also Officers,Directors , Trustees , or Key Employees of other unrelated taxable organizations Question 6 MOST OF THEUPMC GROUP ENTITIES HAVE A SOLE MEMBER , WHICH IS UPMC PARENT A SMALL NUMBER OF GROUPENTITIES HAVE MORE THAN ONE MEMBER IN ALL CASES , THE MEMBERS ARE EXEMPT ORGANIZATIONSULTIMATELY THE GROUP ENTITIES AND THEIR RESPECTIVE MEMBERS (IF THE MEMBER(S) ARE NOT UPMCPARENT) ARE CONTROLLED BY UPMC PARENT Question 7A and B IN THE CASE OF MOST OF THE UPMCGROUP ENTITIES, THE MEMBER(S) APPOINT A SIGNIFICANT PORTION OF THE ENTITIES' BOARDS OFDIRECTORS (IF NOT THE ENTIRE BOARD) IN THE CASE OF MOST OF THE GROUP ENTITIES , THE MEMBER(S) ALSO HAVE THE RIGHT TO INITIATE, APPROVE OR OVERTURN ACTIONS OF THE ENTITIES' BOARDS INADDITION , THE MEMBERS' ACTIONS, IF THE MEMBER(S) IS NOT UPMC PARENT, IS IN MOST CASESSUBJECT TO THE OVERALL AUTHORITY OF THE UPMC PARENT BOARD


Explanation

Part VI SECTION B Question 11a & b UPMC is the parent organization of the filing entity, group, and has, with respect to mostGovernance, POLICIES entities in the group, the discretion and authority to initiate or veto actions taken by group member governingManagement, bodies With respect to the remaining members, UP MC's authority is limited slightly but still significant,and encompassing mayor matters inclu ding financial and tax matters The completed group Form 990 was reviewedDisclosure by the UPMC Chie f Financial Officer, members of the Corporate Tax Department, members of the Corporate Leg

al Department, and other members of UPMC's management prior to its filing Various section s of the 990 werealso reviewed by the Chief Executive Officer of UPMC and committees of U PMC's Board of Directors, asapplicable For example, the Executive Compensation Committee of the Board reviewed sections related tocompensation and related party transactions In addition, the Board of Directors established a 990 Subcommittee,comprised of the Chairs of the UPMC Board, Executive Compensation Committee, Ethics and ComplianceCommittee, Fina nce Committee and Audit Committee, which reviewed the entire completed Form 990 Additiona Ilythe Form 990 is reviewed by an outside independent public accounting firmwho as part of the process signs thereturn as Paid Preparer After this review but prior to filing, t he full UPMC Board of Directors was notified that thecompleted Form 990 was available for review on the Board's secure website Also prior to filing, managementheld a Form 990 qu estion and answer session in which all members of the full UPMC Board were invited to participate Question 12c UPMC requires key employed and non-employed personnel to comply wit h its conflict ofinterest policies when they engage in UPMC-related business Persons cov ered by the policies include -UPMCboard members, board committee members, corporate off i cers, and key employees -UPMC physicians and non-physician employees who hold a position o f influence -Identified Non-employed members of the UPMC medicalstaff who hold a position of influence or trust -Individuals conducting clinical research at UPMC, whether or not they are employed by UPMC These people are required to complete a questionnaire at least a nnually, whichalong with other data is used to identify possible individual and institute onal conflicts of interest If a potentialconflict is identified regarding a specific UPM C activity, the corporate compliance department, with the assistanceof the legal departure nt, either develops a written plan designed to prevent the conflict from influencing decisions related to that activity, or requires that the conflicting relationship be divested, as appropriate For employedpersonnel and non-Board member, non-employed personnel, the c onflict of interest identification andmanagement process is ultimately overseen by an Eth ics and Compliance committee of the UPMC board ofdirectors on behalf of UPMC and all of i is subsidiaries Potential conflict of interest transactions involving UPMCBoard members and entities with which they are affiliated are monitored and subject to pre-approval by t heGovernance and Nominating Committee of the UPMC Board of Directors In addition to the general corporate andBoard policies described above, UPMC has also developed and implemen ted a separate tax questionnairedistributed to Officers, Directors, Trustees, and Key Emp loyees annually that specifically addresses disclosurerequirements of Form 990 Question 15a and b To support UPMC's mission and as set forth in the UPMC Bylaws,the Board of Dir ectors has formed an Executive Compensation Committee ("Committee") and delegated to it th eresponsibility for establishment and implementation of officer and key employee total co mpensation programs Aspart of this responsibility, at least annually, the Committee repo its to the Board of Directors With Board ofDirectors approval, the Committee has adopted a formal Charter, which includes the establishment of acompensation philosophy and relat ed policies with respect to the total compensation paid by UPMC to its officersand key em ployees The UPMC total compensation program for officers and key employees is predicated upon anincentive compensation component This component is based upon the accomplishment of predeterminedperformance goals and objectives which focus on the achievement of multip le annual and three year individualand group performance criteria in the context of appro priate risk taking These criteria directly support UPMC'smission and include patient qu ality and satisfaction, community benefits, operational and financial strength,leadership development, and strategic business initiatives among others The total compensation prog ram isintegrated with and reinforces the UPMC business planning cycle as well as manageme nt development andsuccession planning processes It is the Committee's judgment that the structure of the total compensationprogram is vit


Explanation

Part VI SECTION B alto, and strongly supportive of, the high level of ongoing success of UPMC and fosters t he retention of criticalGovernance, POLICIES officer and key employee talent The total compensation determina tion process utilized by the Committee isManagement, intended to satisfy the "rebuttable presumption of reasonableness" as set forth in the regulations to Section 4958and of the Internal Revenue Code ("Code") This means that compensation programs and levels are approved inDisclosure advance b y the Committee which is composed entirely of outside Directors who do not have a conflict of

interest, as defined by the relevant regulations, with respect to the compensation pro gram and levels TheCommittee obtains and relies upon a broad range of appropriate data a s to comparability prior to making itsdeterminations The Committee then contemporaneousI y documents, in formal meeting minutes, the basis andreasons for its determinations The total compensation program is designed and administered in accordance withthe UPMC Bylaws , sound business practices, the tenets of common law business judgment and fiduciary resporisibility as well as adherence to all relevant federal, state and local laws In addition to Code Section 4958, asset forth above, this includes but is not limited to Code Section 501(c)(3) and the applicable regulationsthereunder as well as all laws and regulations p rohibiting private inurnment, private benefit transactions anddiscrimination Further, th e Committee has identified and adopted, as appropriately modified for UPMC,compensation p rogram"best practices" from the business world (e g Sarbanes Oxley, SEC, etc ) The Committee believes that while these practices are not required in the tax exempt sector, they are in the best interestsof the organization and further support UPMC's nonprofit mission In accordance with the above, determinationof total compensation for the CEO is made ex clusively by the Committee Determination of total compensation forother officers and key employees is recommended by the CEO and subject to review and approval by theCommittee The Committee, which meets at least four times a year, obtains professional advice from its ownexperts, including accountants, executive compensation consultants and legal counsel Question 16A and BUPMC has a formal written policy pertaining to point ventures betw ee n UPMC Tax-Exempt entities and taxableentities The policy employs an internal procedure for review of all transactions involving potential participation in

joint ventures and sim filar arrangements to ensure that such entities operate in accordance with applicable IRS policies and within UPMC's charitable purposes

Identifier Return ExplanationReference

Part VI Governance, SECTION C Question 19 UPMC's Public Website (www upmc com) makes its financial results , conflict ofManagement , and DISCLOSURE interest process, and various information about the governance and oversight available to theDisclosure public ADDITIONAL INFORMATION MAY BE SUPPLIED UPON SPECIFIC REQUEST FOR DATA NOT

POSTED TO THE WEB SITE


Explanation

Part VII HIGHEST Pursuant to Treasury regulation Section 1 6033-2(D)(5) The sponsoring entity of UPMC Group, UPMC,Compensation COMPENSATED has elected to report information about contributions, gifts, grants and similar amounts received,of Officers , EMPLOYEES AND information about officers, directors, trustees, and key employees , certain other highly paid employees,Directors , INDEPENDENT certain professional contractors, and certain other contractors on a consolidated basis along with allTrustees , Key CONTRACTORS members of the group in the UPMC Group return THE COMPENSATION AMOUNTS LISTED REPRESENTEmployees THE FULL AND COMPLETE COMPENSATION PACKAGES PAID TO THE INDIVIDUALS FOR PERFORMING

THEIR ASSIGNED DUTIES AT UPMC A PORTION OF THE COMPENSATION DISCLOSED MAY RELATE TOEARNED AND PREVIOUSLY REPORTED DEFERRED COMPENSATION A PORTION OF THE BENEFITSDISCLOSED MAY RELATE TO EARNED BUT UNPAID DEFERRED COMPENSATION ALL SALARIES ANDBENEFITS REPORTED ARE BASED ON INDIVIDUALS' OPERATIONAL POSITIONS AND ARE NOT FORSERVICES PERFORMED AS DIRECTORS OR BOARD MEMBERS BOARD POSITIONS ARE ALLVOLUNTEER AND UNPAID PART VII OFFICERS, DIRECTORS, TRUSTEES AND KEY EMPLOYEESINDIVIDUALS THAT HOLD REPORTING POSITIONS WITH MORE THAN ONE ORGANIZATION ARE LISTEDSEPARATELY IN PART VII WITH REGARD TO EACH ENTITY INDIVIDUALS ARE COMPENSATED FOROPERATIONAL ROLES ONLY, NOT FOR DUTIES PERFORMED AS DIRECTORS OR BOARD MEMBERSThe total hours disclosed in Part VII relates to the position for which the person is disclosed except inthe case w here the person is also employed by the same distinct entity In such case, the hours reflectaverage hours spent in their operational role For purposes of disclosure average hours per week for afull time person is listed as 40 hours, however, in almost all cases, this is a conservative estimate andmost work hours in excess of 40 per week


Explanation

Part X SCHEDULE K DECEMBER 22, 2006 FINANCING ONE NEW EUROCOPTER EC145 MODEL BK117C2 HELICOPTER, SERIALBalance PART I, NUMBER 9084 , REGISTRATION NUMBER N980ME, ONE NEW EUROCOPTER DEUTSCHLAND EC1 35T2Sheet DESCRIPTION HELICOPTER, SERIAL NUMBER 0493, REGISTRATION NUMBER N831 ME, ONE NEW EUROCOPTER

OF PURPOSE, DEUTSCHLAND EC1 35T2 HELICOPTER , SERIAL NUMBER 0504, REGISTRATION NUMBER N308ME, ONE NEWCOLUMN (F) EUROCOPTER DEUTSCHLAND EC145 MODEL BK117C2 HELICOPTER , SERIAL NUMBER 9097, REGISTRATION

NUMBER N304ME, ONE NEW EUROCOPTER DEUTSCHLAND EC145 MODEL BK117C2 HELICOPTER, SERIALNUMBER 9100 , REGISTRATION NUMBER N307ME MARCH 28, 2007 FINANCING ONE NEW EUROCOPTERDEUTSCHLAND EC145 MODEL BK1 17C2 HELICOPTER , SERIAL NUMBER 9097, REGISTRATION NUMBERN304ME, ONE NEW EUROCOPTER DEUTSCHLAND EC145 MODEL BK1 17C2 HELICOPTER , SERIAL NUMBER9100 , REGISTRATION NUMBER N307ME, ONE NEW EUROCOPTER DEUTSCHLAND EC135T2 HELICOPTER,SERIAL NUMBER 0552, REGISTRATION NUMBER N527ME, ONE NEW EUROCOPTER DEUTSCHLAND EC135T2HELICOPTER , SERIAL NUMBER 0563, REGISTRATION NUMBER N639ME The Center for Emergency Medicineequipment financing amortization schedules that are used for general ledger reporting do not equal the debtamortization schedules as used and reported on Schedule K For GAAP reporting , the balloon payments at theend of the lease are present valued over the life of the lease rather than having a large payment at the end ofthe lease


Explanation

Part XI Transfers to/from Exempt Parent -66 ,237,307 Net Restricted/SPF Activity 6,481,043 OtherReconciliation of Increases/Decreases in Fund Balance 844,415 Partnership JV Investments 9,602 ,396 Currency AdjustmentNet Assets 1 , 326,218 Change in Beneficial Interest 51,754,009 Transfers to/from Exempt Affiliates 10,204,537 TOTAL

13,975 ,311 An external audit is completed at a consolidated UPMC system level only, including UPMC and alltaxable and tax-exempt subsidiaries


Explanation

Part XII Financial Question 2C UPMC has an Audit Committee that is established to assist the Board of Directors in fulfilling its oversightStatements and responsibilities by monitoring UPMC consolidated financial reports and other financial information provided byReporting UPMC to governmental bodies, the public or other external entities The UPMC's system of internal controls

regarding finance, accounting, legal compliance and ethics that management and the Board have establishedand UPMC's internal auditing, accounting and financial reporting processes also provided oversight

jefile GRAPHIC print - DO NOT PROCESS

SCHEDULE R(Form 990)



As Filed Data -

Related Organizations and Unrelated Partnerships

1- Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.1- Attach to Form 990. 1- See separate instructions.

DLN:93493135005304

OMB No 1545-0047

2012


20-8295721

Identification of Disregarded Entities (Complete if the organization answered "Yes" to Form 990, Part IV, line 33.)

(a)Name, address, and EIN (if applicable) of disregarded entity

(b)Primary activity

(c)Legal domicile (stateor foreign country)

(d)Total income

(e)End-of-year assets

(f)Direct controlling

entity

(1) UPMC ITALY SRLPIAZZA SETT ANGELI 1090134PALERMO

IT

HEALTHCARE IT 45,986,980 28,956,078 UPMC OVERSEA

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had oneor more related tax-exempt organizations during the tax year.)

(a)Name, address, and EIN of related organization

(b)Primary activity

( c)Legal domicile (stateor foreign country)

(d)Exempt Code section

(e)Public charity status

(if section 501(c)(3))

(f)Direct controlling

entity

(g)Section 512(b)(13) controlled

entity?

Yes No


For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat No 50135Y Schedule R (Form 990) 2012

Schedule R (Form 990) 2012 Page 2

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 34because it had one or more related organizations treated as a partnership during the tax year.)

(a)Name, address, and EIN of

related organization

(b)Primary activity

(c)Legal

domicile(state orforeigncountry)

(d)Direct

controllingentity

(e)Predominant

income(related,unrelated,

excluded fromtax under

sections 512-514)

(f)Share of

total income

(g)Share of

end-of-yearassets

(h)Disproprtionateallocations?

(i)Code V-UBIamount in box

20 ofSchedule K-1(Form 1065)

U)General ormanagingpartner?

(k)Percentageownership

Yes No Yes No


Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to Form 990, Part IV,line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a)Name, address, and EIN of

related organization

(b)Primary activity

(c)Legal

domicile(state or foreign

country)

(d)Direct controlling

entity

(e)Type of entity

(C corp, Scorp,

or trust)

(f)Share of total

income

(g)Share of end-

of-yearassets

(h)Percentageownership

(i)Section 512

(b)(13)controlledentity?

Yes No


Schedule R (Form 990) 2012


ff^ Transactions With Related Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34, 35b, or 36.)

Note . Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity

b Gift, grant, or capital contribution to related organization(s)

c Gift, grant, or capital contribution from related organization(s)

d Loans or loan guarantees to or for related organization(s)

e Loans or loan guarantees by related organization(s)

f Dividends from related organization(s)

g Sale of assets to related organization(s)

h Purchase of assets from related organization(s)

i Exchange of assets with related organization(s)

j Lease of facilities, equipment, or other assets to related organization(s)

k Lease of facilities, equipment, or other assets from related organization(s)

I Performance of services or membership or fundraising solicitations for related organization(s)

m Performance of services or membership or fundraising solicitations by related organization(s)

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s)

o Sharing of paid employees with related organization(s)

p Reimbursement paid to related organization(s) for expenses

q Reimbursement paid by related organization(s) for expenses

r Other transfer of cash or property to related organization(s)

s Other transfer of cash or property from related organization(s)

Page 3

YesFNo

la No

lb No

1c Yes

ld No

le No

if Yes

1g No

1h No

li No

1j Yes

1k Yes

11 No

1m No

in No

to Yes

1p Yes

1q Yes

lr Yes

is Yes

2 If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds

(a)Name of other organization

(b)Transactiontype (a-s)

(c)Amount involved

(d)Method of determining amount involved




Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 37.)Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or grossrevenue) that was not a related organization See instructions regarding exclusion for certain investment partnerships

(a)Name, address, and EIN of entity

(b)Primary activity

(c)Legal

domicile(state orforeigncountry)

(d)Predominant

income(related,unrelated,

excluded fromtax under

section 512-

(e)Are all partners

section501(c)(3)

organizations?

(f)Share of

totalincome

(g)Share of

end-of-yearassets

(h)Disproprtionateallocations?

(i)Code V-UBIamount inbox 20

of ScheduleK-1

(Form 1065)

U)General ormanagingpart ner?

(k)Percentageownership

514)Yes No Yes No Yes No


Additional Data

Software ID:

Software Version:

EIN: 20 -8295721

Name : UPMC GROUP

Return to Form


Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions)


PART III IDENTIFICATION RESPONSES AND AMOUNT IN COLUMNS F-K REPRESENT TOTALS/RESPONSE FOR ALL UPMC GROUP MEMBERSOF RELATEDORGANIZATIONSTAXABLE AS APARTNERSHIP

PART IV IDENTIFICATION AMOUNTS REPORTED IN COLUMNS F-G REPRESENT TOTALS FOR ALL UPMC GROUP MEMBERSOF RELATEDORGANIZATIONSTAXABLE AS ACORPORATION ORTRUST

^.....r nnn c.. 1- 11 n n....I. TTT -1 ...tea a:.... a:...^ s n..1 ...1 /1.... .. .^:^.. a:...^.. -ir-i-i- n.. .. a .^...... L:..

(c) (e) (h) (])

(a) (b)Legal (d) Predominant ( f) (g) Disproprtionate (i) General

(k)

Name address and EIN of Primary activityDomicile Direct income Share of total Share of end- allocations? Code V-UBI or

PercentaPercentage, ,related organization

(State Controlling (related, income of-year assets amount on Managingownership

or Entity unrelated, Box 20 of K-1 Partner?

Foreign excluded fromCountry) tax under

sections512-514 ) Yes No Yes No

LILIANE S KAUFMANN MED OFFICE BL PA UPMC RELATED 531,813 5,850,328 No 0 93 514 %MOB ASSOC PRESBYSHA

600 GRANT STREETPITTSBURGH, PA 1521925-1551779

SENECA HILLS ASSISTED LIVI PA NA N/AASSISTED LIVING LP


ST MARGARET MEDICAL MED OFFICE BL PA NA N/AARTS ASSOCIATES


CORE NETWORK LLC HEALTHCARE PA UPMC COMM RELATED 3,502,447 8,290,248 No 0 76 009 %PROVI


UPMC JEFFERSON HOMECARE PA UPMC COMM RELATED 0 0 No 0 64 980 %REGIONAL HOME PROVIHEALTH LP


LIFE HOME CARE LP HOMECARE PA UPMC COMM RELATED -623,167 2,025,090 No 0 100 000 %PROV


SHADYSIDE MEDICAL MED OFFICE BL PA NA N/ACENTER ASSOCIATION


CHARTWELL PA LP HOMEHEALTH PA UPMC COMM RELATED 12,638,138 17,988,892 No Yes 83 100 %PROV


LIFE Care Home SERVCS HOME HEALTH S PA NA N/ANORTHWESTERN PENN

1647 SASSAFRASSTREETERIE, PA 1650125-1536879

HAMOT-KCH REAL MEDICAL OFFIC PA NA N/AESTATE VENTURE

300 STATE STREETERIE, PA 1650126-3691782

HAMOT SURGERY AMBULATORY SU PA NA N/ACENTER LLC

200 STATE STREETERIE, PA 1650725-1863661

EPN-Hamot Urgent Care Urgent Care PA ERIE RELATED 949,050 3,716,002 No 0 Yes 100 000 %LLC PHYSNETWO

600 Grant StreetPittsburgh, PA 1521927-2147949

MOUNTAIN VIEW HEALTHCARE PA UPMC RELATED 32,025 1,963,488 No 0 Yes 51 000 %MEDICALONCOLOGY MCKEESPORT

600 GRANT STREET58TH FLOORPITTSBURGH, PA 1521946-1449241

Form 990. Schedule R. Part IV - Identification of Related Organizations Taxable as a Coruoration or Trust(a) (b) (c) (d) (e) (f) (g) (h) (i)

Name, address, and EIN of Primary activity Legal Direct Type of Share of total Share of end- Percentage Sectionrelated organization domicile controlling entity income of-year ownership 512(b)(13)

(state or foreign entity (C corp, S assets controlledcountry) corp, entity?

or trust) Yes No

HCPHARMACY PHARMACY CO-0 VARIOUS C 1,992,240 309,888 78 570 % NoCENTRALINC

600 GRANT STREET PAPITTSBURGH, PA1521925-1364192

CHILDREN'S PEDIATRIC SVC CHILDREN'S C 79,289,447 7,711,549 100 000 % YesCOMMUNITY CARE HOSP


UPMC CANCER CANCERTREATM EI na CCENTERS IRELANDLIMITED

6TH FLOOR BEACONHOSPITALSANDYFORDDUBLIN 18EI

UPMC CANCER HOLDING CO na CCENTERS HOLDINGINC

PA600 GRANT STREETPITTSBURGH, PA1521925-1877017

HEMATOLOGY HEALTHCARE na CONCOLOGY ASSOC


ONCOLOGY HEALTHCARE na CHEMATOLOGY ASSOC


TRI-STATE HEALTHCARE na CNEUROSURGICALASSOCIATES


RENAISSANCE HEALTHCARE na CFAMILY PRACTICE -UPMC INC


UPMC HOLDING HOLDING CORP na CCOMPANY INC


UPMC COVERAGE HOLDING CORP na CPRODUCTS INC


FREEDOM INSURANCE na CINSURANCECOMPANY

VT600 GRANT STREETPITTSBURGH, PA1521903-0308944

TRI-CENTURY INSURANCE na CINSURANCE CO


UPMCINSURANCE INSURANCE na CAGENCY INC


UPMC HEALTH HEALTH INSURANCE na CBENEFITS INC


UPMC HEALTH HEALTH INSURANCE na CNETWORK INC



Name, address, and EIN of Primary activity Legal Direct Type of Share of total Share of end- Percentage Sectionrelated organization domicile controlling entity income of-year ownership 512(b)(13)


or trust) Yes No

UPMC HEALTH PLAN HEALTH INSURANCE na cINC


UPMC BENEFIT WORKERS' COMP na CMANAGEMENTSERVICES INC


UPMC DIVERSIFIED HOLDING CORP na CSERVICES INC


MONROEVILLE HEALTHCARE na CSPECIALTY CLINIC


MEDICAL ARCHIVAL SOFTWARE DEVE na CSYSTEMS INC

600 GRANT STREET DEPITTSBURGH, PA1521923-2912501

PRESBY HEALTH HEALTHCARE na CRESOURCE MGMT


RX PARTNERS INC RETAIL PHARM na C

600 GRANT STREETPA

PITTSBURGH, PA1521925-1801966

BIOTRONICS INC EQUIP MAINTEN na C

600 GRANT STREETPA

PITTSBURGH, PA1521925-1843500

MEDICAL CENTER REAL ESTATE na CPROPERTIES INC


UPMC INACTIVE na CENVIRONMENTALRESEARCH CENTER


ASKESIS SOFTWARE DEVE na CDEVELOPMENTGROUP INC

DE600 GRANT STREETPITTSBURGH, PA1521954-1625585

PANTHER INSURANCE CJ na CREINSURANCECOMPANY LTD

FORBES INSURANCE CJ na CREINSURANCECOMPANY LTD

CATHEDRAL(RE) INSURANCE CJ na CINSURANCE CO

UPMC INACTIVE na CINTERNATIONALHEALTH INITIATIVES



Name, address , and EIN of Primary activity Legal Direct Type of Share of total Share of end- Percentage Sectionrelated organization domicile controlling entity income of-year ownership 512(b)(13)


or trust) Yes No

UPMC IRELAND HEALTHCARE SU EI na CLIMITED

6TH FLOOR BEACONHOSPITALSANDYFORDDUBLIN 18EI

UPMC UNITED SOFTWARE LICE UK na CKINGDOM LTD

C/O NAIRCO 11THFLOOR WHITEFRIARSLEWINS MEAD, BristolUK BS1 2NTUK98-0571026

UPMC CYPRUS HEALTHCARE SU CY na CHOLDINGS LTD

JULIA HOUSE 3THEMISTOCLESDERVISNICOSIA CY 1066CY

UPMC CYPRUS LTD HEALTHCARE SU CY na C

JULIA HOUSE 3THEMISTOCLESDERVISNICOSIA CY 1066CY

UPMC Beacon Hospital Oper EI na CSandyford Limited

Ste 36 Beacon HallBeacon CourtSandyford, N/A Dublin18EI

UPMC BCS Limited Holding Compa EI na C


UPMC BMGS LimITed Triology Leas EI na C


UPMC BHSH Limited HOLDING COMPA EI na C

Beacon Hall The Mall atBeacon CrtSandyford, N/A Dublin18EI

KANE ANESTHESIA ANESTHESIA SV na CPROFESSIONALSERVICES

PA4372 ROUTE 6KANE, PA 1673505-0555457

BAYFRONT REGIONAL RE HOLDING CO na CDEVELOPMENT CORP

PA300 STATE STREETERIE, PA 1650725-1401388

BAYSIDE REAL ESTATE/P na CDEVELOPMENT CORP

PA300 STATE STREETERIE, PA 1650725-1401386

21ST CENTURY INACTIVE na CBIODEFENSE INC


Evolent Health Inc Healthcare Su na C

600 Grant Street DEPittsburgh, PA 1521945-3084136

UPMC Work Alliance Insurance na CInc

PA600 Grant StreetPittsburgh, PA 1521945-2825053

UPMC CANADA SOFTWARE NA CTECHNOLOGIESLIMITED

CA600 GRANT STREETPITTSBURGH, PA15219

Form 990 , Schedule R, Part IV - Identifica tion of Related Organ izations Taxabl e as a Corpor ation or Tr ust(a) (b) (c) (d) (e) (f) (g) (h) (i)

Name, address , and EIN of Primary activity Legal Direct Type of Share of total Share of end - Percentage Sectionrelated organization domicile controlling entity income of-year ownership 512(b)(13)

(state or foreign entity ( C corp, S assets controlledcountry) corp, entity?

or trust) Yes No

ALLIED MED APPLIANCES NA CORTHOPEDICSAPPLIANCES INC

PA335 E 3RD STJAMESTOWN, NY1470116-1092951

UPMC HEALTH INSURANCE NA CCOVERAGE INC

600 GRANT STREETPA

58TH FLOORPITTSBURGH, PA1521946-2824537

UPMC HEALTH INSURANCE NA COPTIONS INC


--> Form 990. Schedule R. Part V - Transactions With Related Organizations



(c)Amount Involved

(d)

Method of determiningamount involved

CORE NETWORK LLC P 30,338,378 COST

UPMC K 14,952,090 COST

SHADYSIDE MEDICAL CENTER ASSOCIATES J 124,800 COST

LILIANE S KAUFMANN MOB ASSOCIATES K 1,641,816 COST

UPMC P 77,686,993 COST

CHILDREN'S COMMUNITY CARE 0 -725,512 COST

CHILDREN'S COMMUNITY CARE P 266,557 COST

CHILDREN'S COMMUNITY CARE Q 532,580 COST

THE CENTER FOR BIOSECURITY OF UPMC INC Q 157,438 COST

STRATEGIC BUSINESS INITIATIVES LLC Q 1,630,703 COST

UNIVERSITY OF PGH CANCER INST CANCER SERVICE Q 5,838,408 COST

UNIVERSITY OF PITTSBURGH PHYSICIANS Q 63,364,062 COST

UPMC COMMUNITY PROVIDER SERVICES Q 8,033,727 COST

UPMC COMMUNITY MEDICINE INC Q 9,153,940 COST

UPMC EMERGENCY MEDICINE INC Q 390,546 COST

UPMC HORIZON Q 4,538,700 COST

UPMC BEDFORD Q 2,511,435 COST

UPMC NORTHWEST Q 3,846,199 COST

MAGEE WOMENS HOSPITAL OF UPMC Q 78,716,117 COST

UPMC PASSAVANT Q 32,059,377 COST

UPMC ST MARGARET Q 21,386,822 COST

CHILDREN'S HOSPITAL OF PGH OF UPMC Q 32,505,507 COST

UPMC MCKEESPORT Q 5,857,175 COST

UPMC MERCY Q 20,883,208 COST

UPMC FOR YOU Q 6,296,769 COST

Form 990. Schedule R. Part V - Transactions With Related Organizations


(b)Transactiontype( a-s)

(c)Amount Involved

(d)


COMMUNITY CARE BEHAVIORAL HEALTH ORG Q 6,277,398 COST

HC PHARMACY CENTRAL INC Q 56,852 COST

UPMC HAMOT Q 3,282,591 COST

UPMC SENIOR COMMUNITIES INC Q 104,826 COST

UPMC HEALTH BENEFITS INC Q 302,494 COST

UPMC BENEFIT MANAGEMENT SERVICES INC Q 2,689,443 COST

UPMC HEALTH PLAN INC Q 4,769,441 COST

UPMC HEALTH NETWORK INC Q 4,623,621 COST

CATHEDRAL REINSURANCE COMPANY LTD Q 686,585 COST

FORBES REINSURANCE COMPANY LTD Q 520,488 COST

PANTHER REINSURANCE COMPANY LTD Q 137,758 COST

TRI-CENTURY INSURANCE COMPANY Q 229,544 COST

MONROEVILLE SPECIALTY CLINIC INC Q 482,385 COST

TRI-STATE NEUROSURGICALASSOCIATES-UPMC INC Q 384,490 COST

UPMC HOLDING COMPANY INC Q 7,597,721 COST

RENAISSANCE FAMILY PRACTICE-UPMC INC Q 770,184 COST

UPMC EAST Q 3,415,700 COST

ERIE PHYSICIANS NETWORK-UPMC INC Q 499,296 COST

UPMC PRESBYTERIAN SHADYSIDE P 334,000,950 COST

MAGEE WOMENS HOSPITAL OF UPMC R 68,599,039 COST

UPMC PASSAVANT R 26,702,461 COST

UPMC NORTHWEST R 11,813,965 COST

UPMC PRESBYTERIAN SHADYSIDE C -610,633 COST

UPMC ST MARGARET R 5,540,428 COST

CHILDREN'S HOSPITAL OF PITTSBURGH OF UPMC R 19,321,030 COST




(c)Amount Involved

(d)


UPMC HORIZON R 834,134 COST

UPMC MCKEESPORT C 9,402,840 COST

UPMC BRADDOCK C 694,132 COST

UPMC MERCY C 24,523,575 COST

UPMC EAST C 10,572,018 COST

UPMC BEDFORD C 858,363 COST

RX PARTNERS INC P 1,585,960 COST

UNIVERSITY OF PITTSBURGH PHYSICIANS P 427,832,579 COST

UPMC BEDFORD Q 188,720 COST

CENTER FOR EMERGENCY MEDICINE Q 900,443 COST

CHILDREN'S HOSPITAL OF PITTSBURGH OF UPMC Q 59,613,727 COST

UPMC EAST Q 6,099,560 COST

UPMC COMMUNITY PROVIDER SERVICES Q 524,740 COST

UPMC FOR YOU Q 159,862 COST

UPMC HORIZON Q 3,375,808 COST

MAGEE WOMENS HOSPITAL OF UPMC Q 36,220,271 COST

UPMC MCKEESPORT Q 4,649,540 COST

UPMC MERCY Q 42,672,434 COST

UPMC PASSAVANT Q 19,917,862 COST

UPMC NORTHWEST Q 2,717,902 COST

UNIVERSITY OF PGH CANCER INST CANCER SERVICES Q 1,046,556 COST

UPMC OVERSEAS Q 120,000 COST

UPMC PRESBYTERIAN SHADYSIDE Q 233,378,750 COST

UPMC ST MARGARET Q 12,777,427 COST

UPMC PRESBYTERIAN SHADYSIDE K 10,473,678 COST



(b)Transactiontype( a-s)

(c)Amount Involved

(d)


CHILDREN'S HOSPITAL OF PITTSBURGH OF UPMC K 7,838,542 COST

MAGEE WOMENS HOSPITAL OF UPMC K 1,670,059 COST

UPMC ST MARGARET K 1,175,013 COST

UPMC PASSAVANT K 3,815,449 COST

UPMC HORIZON K 1,077,295 COST

UPMC MCKEESPORT K 303,802 COST

UPMC BEDFORD K 127,604 COST

UPMC MERCY K 2,930,530 COST

UNIVERSITY OF PGH CANCER INST CANCER SERVICES K 90,785 COST

UNIVERSITY OF PITTSBURGH PHYSICIANS K 622,519 COST

UPMC COMMUNITY MEDICINE INC K 462,194 COST

CENTER FOR EMERGENCY MEDICINE J 110,556 COST

CHILDREN'S COMMUNITY CARE J 71,690 COST

CHILDREN'S HOSPITAL OF PGH OF UPMC J 211,321 COST

CORE NETWORK LLC J 1,190,756 COST

THE HERITAGE SHADYSIDE J 202,744 COST

UPMC COMMUNITY PROVIDER SERVICES J 182,291 COST

COMMUNITY CARE BEHAVIORAL HEALTH ORG J 72,239 COST

UPMC HORIZON J 63,471 COST

MAGEE WOMENS HOSPITAL OF UPMC J 1,437,410 COST

ONCOLOGY-HEMATOLOGY ASSOCIATES INC J 62,433 COST

UNIVERSITY OF PGH CANCER INST CANCER SERVICES J 335,561 COST

UPMC PRESBYTERIAN SHADYSIDE J 1,516,359 COST

SENECA PLACE J 168,644 COST

UNIVERSITY OF PITTSBURGH PHYSICIANS 3 18,395,693 COST




(c)Amount Involved

(d)


UPMC COMMUNITY MEDICINE INC J 3,436,987 COST

TRI-STATE NEUROSURGICALASSOCIATES-UPMC INC J 209,309 COST

RENAISSANCE FAMILY PRACTICE-UPMC INC J 72,713 COST

CRANBERRY PLACE J 2,182,848 COST

UPMC ST MARGARET Q 147,019 COST

COMMUNITY FAMILY HEALTH CENTERS INC Q 96,402 COST

UPMC BEDFORD Q 85,103 COST

REGIONAL HEALTH SERVICES INC Q 3,368,963 COST

UNIVERSITY OF PITTSBURGH PHYSICIANS P 3,697,487 cost

UPMC C 2,000,000 cost

UPMC HORIZON p 225,802 cost

UPMC HORIZON COMMUNITY HEALTH FOUNDATION Q 225,802 COST

UPMC OVERSEAS P 4,697,990 COST

UPMC ITALY SRL Q 4,697,990 COST

UPMC EMERGENCY MEDICINE INC Q 6,844,132 COST

UPMC HORIZON P 2,449,023 COST

UPMC MCKEESPORT P 1,928,731 COST

UPMC NORTHWEST P 1,620,679 COST

UPMC PASSAVANT P 252,251 COST

PASSAVANT PROFESSIONAL ASSOCIATES P 194,593 COST

UPMC ST MARGARET P 477,000 COST

UPMC PRESBYTERIAN SHADYSIDE P 93,910 COST

UPMC COMMUNITY MEDICINE INC Q 83,069,292 COST

UPMC BEDFORD P 4,267,928 COST

UPMC HORIZON P 7,848,225 COST




(c)Amount Involved

(d)


MAGEE WOMENS HOSPITAL OF UPMC P 3,529,148 COST

UPMC MCKEESPORT P 4,842,514 COST

UPMC MERCY P 4,202,826 COST

UPMC PASSAVANT P 9,820,508 COST

UPMC NORTHWEST P 7,201,410 COST


UPMC ST MARGARET P 13,046,982 COST

UPMC EAST P 1,982,615 COST

UPMC PRESBYTERIAN SHADYSIDE P 799,388 COST

COMMUNITY FAMILY HEALTH CENTERS INC Q 799,388 COST


COMMUNITY FAMILY HEALTH CENTERS INC Q 1,964,942 COST

UNIVERSITY OF PGH CANCER INST CANCER SERVICES Q 13,793,273 COST

UPMC NORTHWEST 0 698,233 COST

UPMC PRESBYTERIAN SHADYSIDE 0 13,095,040 COST

UPMC S 5,837,700 COST

CHILDRENS COMMUNITY CARE F 1,200,000 COST

ill", I A 11

YEAR ENDED JUNE 30. 2013

TABLE OF CONTENTS

a

15

CHANGING.8^ ..,ems t^Y^ ,^ ^ C +.' '^'• •

REPORT INDEPENDENTPUBLIC ACCOUNTING FIRM

We have audited the accompanying consolidated financial statements of UPMC and subsidiaries, which comprise the

consolidated balance sheets as of June 30, 2013 and 2012, and the related consolidated statements of operations, changes in

net assets and cash flows for the years then ended, and the related notes to the consolidated financial statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U S

generally accepted accounting principles, this includes the design, implementation, and maintenance of internal control relevant

to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error

Our responsibility is to express an opinion on these financial statements based on our audits We conducted our audits in

accordance with auditing standards generally accepted in the United States and in accordance with the auditing standards of

the Public Company Accounting Oversight Board (United States) Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements

The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of

the financial statements, whether due to fraud or error In making those risk assessments, the auditor considers internal control

relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are

appropriate in the circumstances An audit also includes evaluating the appropriateness of accounting policies used and the

reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the

financial statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial

position of UPMC and subsidiaries at June 30, 2013 and 2012, and the consolidated results of their operations and their cash

flows for the years then ended in conformity with U S generally accepted accounting principles

CONSOLIDATED BALANCE SHEETS

June 30

2013 2012

auk; rr- ; n ^

Cash and cash equivalents $ 203,118 $ 245,824

Patient accounts receivable,

net of allowance for uncollectible accounts of $116,974 at June 30, 2013

and $130 ,632 at June 30, 2012 615,316 602,911

Other receivables 514,329 489,319

Other current assets 130,405 120,687

Total current assets 1,463,168 1,458,741

Board-designated , restricted , trusteed and other investments 4,001 , 631 3 ,725,440

Beneficial interests in foundations 379,932 325,525

Property, buildings and equipment

Land and land improvements 356,663 312,909

Buildings and fixed equipment 4,617,051 4,169,085

Movable equipment and internal-use software development costs 2,286,731 2,078,151

Capital leases 140,570 154,772

Construction in progress- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

102,104- - - - - - - - - - - - - - - - -

392,770- - - - - - - - - - - - -

7,503 ,119 7,107,687

Less allowance for depreciation--- - --- - -- - --- - --- - --- - --- - --- - --- - --- - --- - - -- - --- - (-3,778,042)--- - --- ---

(3 ,512,106)- --- - --- ---

3,725,077 3,595,581

Other-assets- 323,759 376,184

Total assets $ 9,893,567 $ 9,481,471

Accounts payable and accrued expenses $ 381,435 $ 412,732

Accrued salaries and related benefits 481,125 445,728

Current portion of insurance reserves 336,542 291,899

Current portion of long-term obligations 163,859 150,250

Other current liabilities 268,954 366,951

Total current liabilities 1,631 ,915 1,667,560

Long-term obligations 3,096, 010 3,020,264

Pension liability 130,809 240,470

Long-term insurance reserves 256,339 228,857

Other noncurrent liabilities 161,788 149,101

Total liabilities 5,276 , 861 5,306,252

Unrestricted net assets 4,002 , 255 3 ,602,674

Restricted net assets--- --- --- ----- ----- ----- ----- ----- ----- ----- ----- ----

614,451- ----- ----- ----- -----

572,545----- ----- ----- -

Total net assets 4,616,706 4,175,219- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Total liabilities and net assets

- - - - - - - - - - - - -

$ 9,893,567

- - - - - - - - - -

$ 9,481,471

See accompanying notes

CONSOLIDATED STATEMENTS OFOPERATIONS AND CHANGES IN NET ASSETS(N i FHOi1,.&NCvS)

Twelve Months Ended June 30

201 3 20 1 2- -- - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- -

Net patient service revenue

Patient service revenue ( net of contractual allowances and discounts) $5,378 ,339 $5,491,950Provision for bad debts ( 211,633 ) (233,995)

Net patient service revenue less provision for bad debts $5,166,706 $5,257,955

Insurance enrollment revenue 4,257, 230 3 ,642,733Other revenue 764,503 735,933

Total operating revenues 10,188 ,439 9,636,621

Expenses

Salaries, professional fees and employee benefits 3,984,082 3,724,710Supplies, purchased services and general 5,648 , 558 5,166,104Depreciation and amortization

----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----423,652

- ----- ----- -----394,521

----- ----- --

Total operating expenses 10,056, 292 9,285,335

Operating income (excluding income tax expense and other operating income ( loss)) 132,147 351,286

Income tax expense (3,056 ) (2,876)Other operating income ( loss)-- --- - --- --- - --- --- - --- --- - --- --- - --- --- - --- --- - --- --- - --- --- - --- --- - --- --- - --- --- - --- --- - --- --- -

11 ,192--- --- - --- --- - --- --- - -

(636)-- --- - --- --- - ---

After-tax operating income 140,283 347,774

Investing and financing activities

Investment revenue (loss) 352,451 (6,459)

Interest expense ( 128,926 ) (120,605)Loss on extinguishment of debt

-- -- -- -- -- -- -- -- -- -- -- -- -- --(4,418)

-- -- ---

-- -- -Gain (loss) from investing and financing activities--- - --- - --- - --- - --- - --- - --- - --- - --- - --- - --- - --- - --- - ---

219,107- --- - --- - --- -

(127,064)--- - --- - ---

Excess of revenues over expenses 359,390 220,710

Other changes in unrestricted net assetsDecrease (increase) in postretirement benefits liabilities 41,967 (89,083)

Assets released from restriction for capital purchases 20,359 5,153Other changes in unrestricted net assets ( 22,135 ) (23,357)

Increase in unrestricted net assets 399,581 113,423

Contributions 22,851 28,675

Net realized and unrealized gains (losses) on restricted investments 9,404 (1,416)

Assets released from restriction for operations and capital purchases ( 21,603 ) (9,152)Net increase (decrease) in beneficial interests in foundations 31,254 (18,819)

Increase (decrease) in restricted net assets- --- --- --- --- --- --- --- --- --- --- --- --- ---

41,906--- --- --- --

(712)- --- ---

Increase in net assets 441,487 112,711Net assets, beginning of period- - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- -

4,175 ,219-- - -- - -- - -

4,062,508- - -- -

Net assets, end of period $4,616,706 $4,175,219

See accompanying notes

CONSOLIDATED STATEMENTS OF CASH FLOWS

Twelve Months Ended June 30

- --- - --- - --- - --- - --- - --- - --- - --- - --- - --- - --- 2013- --- - --- - ---2012

-- - --- - --- -

Increase in net assets $ 441,487 $ 112,711

Adjustments to reconcile increase in net assets to net cash

provided by operating activities

Depreciation and amortization 423,652 394,521

Provision for bad debts 211,633 233,995

Change in beneficial interest in foundations (54,407 ) 18,819

Change in pension liability (109,477 ) 85,428

Restricted contributions and investment income ( 17,255 ) (27,259)

Net change in trading securities (265,626) (145,865)

Other operating income (loss) - (7,954)

Changes in operating assets and liabilities

Accounts receivable ( 249,048) (413,262)

Other current assets (9,718 ) (21,275)

Accounts payable and accrued liabilities 4,100 83,818

Insurance reserves 72,125 37,798

Other current liabilities ( 97,953 ) 99,387

Other noncurrent liabilities 12,503 (11,995)

Net cash provided by operating activities 362,016 438,867

Purchase of property and equipment (net of disposals) (471,156 ) (573,378)

Investments in joint ventures (29,000 ) (27,000)

Net increase in investments designated as nontrading (10,565) (15,154)

Net decrease in other assets- -- - -- -- -- -- -- -- -- -- --

45,452-- -- -- -- --

39,406-- --

Net cash used in investing activities (465,269 ) (576,126)

Repayments of long-term obligations (371,174 ) (232,669)

Borrowings of long-term obligations 414,466 201,775

Restricted contributions and investment income 17,255 27,259

Net cash provided by (used in) financing activities 60,547 (3,635)

Net change in cash and cash equivalents (42,706 ) (140,894)

Cash and cash equivalents, beginning of period- - - --- --- - --- ---- ---- - ---- ---- - - ---- - - ---- - - ---- - -

245,824---- - - ---- - - ---- - - ---- - - --- - - ----

386,718- - ---- - - -- ---

Cash and cash equivalents, end of period $ 203,118 $ 245,824

Capital lease obligations incurred to acquire assets $ 46,019 $ 15,715

j. J i „ , 1 : 1 , r , - , 7 -- I- , - - 1

NOTES CONSOLIDATED FINANCIAL STATEMENTS(IN THOUSANDS)

'fie ORGANIZATIONAL OVERVI EW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICI ES

UPMC is a Pennsylvania nonprofit corporation and is exempt from federal income tax pursuant to Section 501(a) of the Internal

Revenue Code ("Code") as an organization described in Section 501(c)(3) of the Code Headquartered in Pittsburgh, Pennsylvania,

UPMC is one of the leading integrated delivery and financing systems in the United States UPMC is an integrated global health

enterprise leveraging medical expertise, geographic reach, and financial stability in a model of care excellence that can transform

health care nationally and internationally UPMC comprises nonprofit and for-profit entities offering medical and health care related

services, including health insurance products Closely affiliated with the University of Pittsburgh ("University") and with shared

academic and research objectives, UPMC partners with the University's Schools of the Health Sciences to deliver outstanding

patient care, train tomorrow's health care specialists and biomedical scientists, and conduct groundbreaking research on the

causes and course of disease

The accompanying consolidated financial statements include the accounts of UPMC and its subsidiaries The consolidated financial

statements are comprised of domestic and foreign nonprofit and for-profit entities that maintain separate books and records as

part of their legal incorporation Intercompany accounts and transactions are eliminated in consolidation

Cash and cash equivalents consist primarily of cash and investments, which are so near to maturity (maturity of three months or

less when purchased) that they present insignificant risk of changes in value

Net patient service revenue is reported at estimated net realizable amounts in the period in which services are provided The

majority of UPMC's services are rendered to patients under Medicare, Highmark Blue Cross Blue Shield ("Highmark"), and Medical

Assistance programs Reimbursement under these programs is based on a combination of prospectively determined rates and

historical costs Amounts received under Medicare and Medical Assistance programs are subject to review and final determination

by program intermediaries or their agents

For the years ended June 30, 2013 and 2012, the percentage of patient service revenue, net of contractual allowances and discounts,

derived from third-party payers and self-pay patients is as follows

June 30

2013 2012

Third party 94% 94%

Self-pay 6% 6%

100% 100%

In 2013 and 2012, the percentage of net patient service revenue derived from Medicare, Highmark, Medical Assistance, and

national payers is as follows

June 30

2013 2012

Medicare-- - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- - -- -

33%-- - -- -

33%

Highmark 32% 30%

Medical Assistance 10% 11%

National payers 10% 10%


Laws and regulations governing the Medicare and Medical Assistance programs are extremely complex and subject to interpretation

Compliance with such laws and regulations are subject to government review and interpretation as well as significant regulatory

action, including fines, penalties, and exclusion from the Medicare and Medical Assistance programs Asa result, there is at least

a reasonable possibility that the recorded estimates may change

Provisions for adjustments to net patient service revenue are accrued on an estimated basis in the period the related services are

rendered and adjusted in future periods as final settlements are determined Net patient service revenue for 2013 and 2012 was

increased by approximately $9,160 and $43,378, respectively, for prior-year settlements

The provision for bad debts is based upon management's assessment of historical and expected net collections considering

historical business and economic conditions, trends in health care coverage, and other collection indicators UPMC records a

provision for bad debts in the period services are provided related to self-pay patients, including both uninsured patients and

patients with deductible and copayment balances due for which third-party coverage exists for a portion of their balance

Periodically throughout the year, management assesses the adequacy of the allowance for uncollectible accounts based upon

historical write-off experience The results of this review are then used to make any modifications to the provision for bad debts

to establish an appropriate allowance for uncollectible accounts The decrease in the provision for bad debts is driven by charity

care eligibility Accounts receivable are written off after collection efforts have been followed in accordance with internal policies

Significant concentrations of net patient accounts receivable at June 30, 2013 and 2012, include

June 30

2013 2012

Highmark 32% 30%

Medicare 17% 19%

National payers 11% 12%

Medical Assistance 7% 7%

Substantially all of UPMC's investments in debt and equity securities are classified as trading This classification requires UPMC

to recognize unrealized gains and losses on substantially all of its investments in debt and equity securities as investment revenue

in the consolidated statements of operations and changes in net assets UPMC's investments in debt and equity securities that

are donor-restricted assets are designated as nontrading Unrealized gains and losses on donor-restricted assets are recorded as

changes in restricted net assets in the consolidated statements of operations and changes in net assets Gains and losses on the

sales of securities are determined by the average cost method Realized gains and losses are included in investment revenue in

the consolidated statements of operations and changes in net assets

Investments in equity securities with readily determinable fair values and all investments in debt securities are measured at fair

value using quoted market prices or model-driven valuations These investments predominantly include those maintained in

Master Trust Funds (MTF") and are summarized as nonalternative investments in Note 4

Investments in limited partnerships that invest in marketable securities (hedge funds) are reported using the equity method of

accounting based on information provided by the respective partnership The values provided by the respective partnerships are

based on historical cost, appraisals, or other estimates that require varying degrees of judgment Generally, UPMC's holdings

reflect net contributions to the partnership and an allocated share of realized and unrealized investment income and expenses

The investments may individually expose UPMC to securities lending, short sales, and trading in futures and forward contract

options and other derivative products UPMC's risk is limited to its carrying value for these lending and derivatives transactions

Amounts can be divested only at specified times The financial statements of the limited partnerships are audited annually,

generally as of December 31 These investments are summarized as alternative investments in Note 4


Investments in limited partnerships that invest in nonmarketable securities (private equity) are primarily recorded at cost if the

ownership percentage is less than 5% and are reported using the equity method of accounting if the ownership percentage is

greater than 5% These investments are periodically evaluated for impairment These investments are summarized as alternative

investments in Note 4

Cash and cash equivalents and investments recorded at fair value aggregate $2,497,325 and $2,230,808 at June 30, 2013 and

2012, respectively The fair value of these instruments is based on market prices as estimated by financial institutions The fair value

of long-term debt at June 30, 2013 and 2012, is $3,355,582 and $3,383,968, respectively, based on market prices as estimated

by financial institutions The fair value of amounts owed to counterparties under derivative contracts at June 30, 2013 and 2012,

is $21,615 and $27,861, respectively, based on pricing models that take into account the present value of estimated future cash flows

Several of UPMC's subsidiary hospitals have foundations that, according to their bylaws, were formed for the exclusive purpose

of supporting and furthering the mission of the respective hospital The foundations are separate corporations and are not liable

for the obligations of UPMC, including any claims of creditors of any UPMC entities The net assets of certain foundations are

included in the consolidated balance sheets as beneficial interests in foundations and restricted net assets because the hospitals'

use of these assets is at the discretion of the foundations' independent board of directors

Beneficial interests in foundations of $379,932 and $325,525 and the net assets of consolidated foundations of $34,842 and

$33,861 as of June 30, 2013 and 2012, respectively, are not pledged as collateral for UPMC's debt

Property, buildings, and equipment are recorded at cost or, if donated or impaired, at fair market value at the date of receipt or

impairment Interest cost incurred on borrowed funds (net of interest earned on such funds) during the period of construction of

capital assets is capitalized as a component of the cost of acquiring those assets

Costs associated with the development and installation of internal-use software are expensed or capitalized depending on

whether they are incurred in the preliminary project stage, application development stage, or post-implementation stage

Depreciation is computed using the straight-line method at rates designed to amortize the assets over their estimated useful lives

(predominantly ranging from 3 to 40 years) and includes amortization related to capitalized leases Certain newly constructed

buildings have estimated useful lives up to 60 years

UPMC evaluates the recoverability of the carrying value of long-lived assets by reviewing long-lived assets for impairment

whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and adjusts

the asset cost to fair value if undiscounted cash flows are less than the carrying amount of the asset

Investments in individual entities in which UPMC has the ability to exercise significant influence but does not control, generally

20% to 50% ownership, are reported using the equity method of accounting All other noncontrolled investments, generally less

than 20% ownership, are carried at cost Other assets include approximately $98,550 and $104,230 at June 30, 2013 and 2012,

respectively, relating to investments in partnerships that provide health care, management, and other goods and services to

UPMC, its affiliates, and the community at large


Goodwill represents the excess of the cost of an acquired entity over the net of the amounts assigned to the fair value of assets

acquired and liabilities assumed As of June 30, 2013 and 2012, goodwill of $112,854 and $115,401, respectively, is recorded in

UPMC's consolidated balance sheets as other assets Goodwill is reviewed annually for impairment, or more frequently if events

or circumstances indicate that the carrying value of an asset may not be recoverable In connection with changes in accounting

standards, which were adopted for certain UPMC reporting units in 2012, UPMC has the option to qualitatively assess goodwill

for impairment before completing a quantitative assessment Under the qualitative approach, if, after assessing the totality of

events or circumstances, including both macroeconomic, industry and market factors, and entity-specific factors, UPMC

determines it is likely (more likely than not) that the fair value is greater than its carrying amount, then the quantitative impairment

analysis is not required

The impairment test for goodwill requires a comparison of the fair value of each reporting unit that has goodwill associated with

its operations with its carrying amount, including goodwill The impairment analysis includes estimating the fair market value of

each of the reporting units that have goodwill associated with their operations using discounted cash flow and multiples of cash

earnings valuation techniques, plus valuation comparisons to market participant entities, if any These valuation methods require

UPMC to make estimates and assumptions regarding future operating results, cash flows, changes in working capital and capital

expenditures, profitability, and the cost of capital Although UPMC believes that the estimates and assumptions used are

reasonable, actual results could differ from those estimates and assumptions In association with our fiscal year 2013 goodwill

impairment assessment, a sensitivity analysis was conducted to further assess the effect of changes in the applied assumptions

used to determine a reporting unit's fair value Based upon the additional analysis, it was determined that there was no impairment to

be recognized UPMC will continue to monitor the performance of this reporting unit in relation to the assumptions in their analysis

UPMC's insurance subsidiaries (collectively, "Health Plans") provide health care services on a prepaid basis under various contracts

The Health Plans provide medical services to subscribing participants under agreements that provide for capitated payments based

on the number of subscribing enrollees, regardless of the medical services actually performed Insurance enrollment revenues are

recognized as income in the period in which enrollees are entitled to receive health care services Enrollment revenue from

Medicare and Medical Assistance approximates 77% of total enrollment revenue for the years ended June 30, 2013 and 2012

Health care costs were approximately $3,882,427 and $3,341,996, of which $1,054,948 and $868,898 were eliminated in

consolidation representing medical services performed by other UPMC entities for the years ended June 30, 2013 and 2012,

respectively Such costs are included in supplies, purchased services, and general expenses These costs include estimates of

payments to be made on claims reported as of the balance sheet date and estimates of health care services rendered but not

reported to the Health Plans Such estimates include the cost of services that will continue to be rendered after the balance sheet

date when the Health Plans are obligated to remit payment for such services in accordance with contract provisions or regulatory

requirements Current accrued insurance reserves include approximately $239,167 and $209,201 at June 30, 2013 and 2012,

respectively, relating to estimates of claims payable for health care services

Unrestricted net assets required to meet statutory requirements of the Health Plans were $273,252 and $256,071 at June 30,

2013 and 2012, respectively

UPMC uses derivative financial instruments ("derivatives") to modify the interest rates and manage risks associated with its asset

allocation and outstanding debt UPMC records derivatives as assets or liabilities in the consolidated balance sheets at fair value

The accounting for changes in the fair value (i e , gains or losses) of a derivative depends on whether it has been designated and

qualifies as part of a hedging relationship and, further, on the type of hedging relationship UPMC has entered into interest rate


swap agreements that convert a portion of its variable rate debt to a fixed interest rate UPMC has also entered into equity-related

derivatives to manage the asset allocation in its investment portfolio Under the equity index swap agreements, UPMC pays a

fixed income-like return in order to receive an equity-like return The notional amount of these swaps is based upon UPMC's

target asset allocation None of UPMC's swaps outstanding as of June 30, 2013 and 2012, are designated as hedging instruments

and, as such, changes in fair value are recognized in investing and financing activities as investment revenue in the consolidated

statements of operations and changes in net assets

By using derivatives to manage these risks, UPMC exposes itself to credit risk and market risk Credit risk is the failure of the

counterparty to perform under the terms of the derivatives When the fair value of a derivative is positive, the counterparty owes

UPMC, which creates credit risk for UPMC When the fair value of a derivative is negative, UPMC owes the counterparty, and

therefore, it does not incur credit risk UPMC minimizes the credit risk in derivatives by entering into transactions that require the

counterparty to post collateral for the benefit of UPMC based on the credit rating of the counterparty and the fair value of the

derivative If UPMC has a derivative in a liability position, UPMC's credit is a risk and fair market values could be adjusted downward

Market risk is the effect on the value of a financial instrument that results from a change in interest rates The market risk associated

with interest rate changes is managed by establishing and monitoring parameters that limit the types and degree of market risk

that may be undertaken Management also mitigates risk through periodic reviews of derivative positions in the context of

UPMC's total blended cost of capital

Resources are classified for reporting purposes as unrestricted, temporarily restricted, or permanently restricted, according to

the absence or existence of donor-imposed restrictions Board-designated net assets are unrestricted net assets that have been

set aside by the Board for specific purposes Temporarily restricted assets are those assets, including contributions and

accumulated investment returns, whose use has been limited by donors for a specific purpose or time period Permanently

restricted net assets are those for which donors require the principal of the gifts to be maintained in perpetuity to provide a

permanent source of income

Restricted net assets include $228,055 and $194,829 of permanently restricted net assets held in perpetuity at June 30, 2013

and 2012, respectively The remainder of restricted net assets is temporarily restricted and primarily represents beneficial

interests in foundations that support research and other health care programs Temporarily restricted net assets are limited by

donors and the foundations to a specific time period or purpose Temporarily restricted net assets are reclassified to unrestricted

net assets and included in the consolidated statements of operations and changes in net assets as other revenue or assets

released from restriction for capital purchases when the restriction is met

The consolidated statements of operations and changes in net assets include excess of revenues over expenses as a performance

indicator Excess of revenues over expenses includes all changes in unrestricted net assets except for contributions and distributions

from foundations for the purchase of property and equipment, adjustments for pension liability, discontinued operations, and the

cumulative effect of changes in accounting principles

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of

contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during

the reporting period Actual results could differ from those estimates

NOTES CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS)

Certain reclassifications were made to the 2012 accompanying financial statements to conform to the 2013 presentation These

reclassifications had no impact on the changes in net assets or excess of revenues over expenses previously reported

In May 2011, the Financial Accounting Standards Board ("FASB") issued ASU2011-04, Fair Value Measurement (Topic 820)

Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in US GAAP and IFRS ASU2011-04, effective

for annual periods beginning after December 15, 2011, offers clarification to the previously issued ASC 820 regarding fair value

measurement in order to create consistent application of ASC 820 across reporting entities UPMC has applied this guidance in

the current year and retrospectively

In July 2011, the FASB issued ASU 2011-06, Other Expenses (Topic 720) Fees Paid to the Federal Government by Health Insurers ASU

2011-06 addresses the timing, recognition, and classification of the annual health insurance industry assessment fee imposed on

health insurers by the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation

Act of 2010 (collectively, "PPACA") The mandatory annual fee of health insurers will be imposed for each calendar year beginning

on or after January 1, 2014 This update requires that the liability for the fee be estimated and recorded in full once the entity

provides qualifying health insurance in the applicable calendar year in which the fee is payable with a corresponding deferred cost

that is amortized to expense using a straight-line method of allocation unless another method better allocates the fee over the

calendar year that it is payable The disclosure requirements are effective for annual reporting periods beginning on or after

December 31, 2013, and interim periods therein, with retrospective application required UPMC will apply the guidance provided

by ASU 2011-06 beginning on July 1, 2014 The adoption of ASU 2011-06 is not expected to materially affect UPMC's financial

position or results of operations

I n December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210) Disclosures about Offsetting Assets and Liabilities, that

describes certain new disclosure requirements about the nature of an entity's rights of offset and related arrangements associated

with its financial instruments and derivative instruments The disclosure requirements are effective for annual reporting periods

beginning on or after January 1, 2013, and interim periods therein, with retrospective application required UPMC will apply the

guidance provided by ASU 2011-11 beginning on July 1, 2013 The adoption of ASU 2011-11 is not expected to materially affect

UPMC's financial position or results of operations


2a SIGNIFICANT TRANSACTIONS

In March 2013, UPMC sold its investment in dbMotion to Allscripts for $67,803 dbMotion's interoperabiIity solution seamlessly

brings together patient data from across UPMC to improve the delivery of care At the time of the sale, UPMC's investment in

dbMotion had a book value of $14,658 resulting in a gain on the sale of $53,145 This amount is recorded in other revenue for the

year ended June 30, 2013

In June 2013, UPMC amended its agreement with the Pittsburgh Promise The Pittsburgh Promise, which operates as a Type I

Supporting Organization, supporting the Pittsburgh Foundation, is charged with creating and managing an endowment fund to

(a) help eligible students graduating from Pittsburgh Public Schools to further their education after high school by funding certain

tuition costs regardless of needs or income, and (b) enhance the growth, stability, and economic development of the city of

Pittsburgh by providing a sustainable incentive for families with school-aged children to remain in, and to move into, the city of

Pittsburgh to take advantage of scholarship funding for postsecondary education

The agreement was amended to remove the annual fundraising targets and allows the Pittsburgh Promise a greater period of time

to earn UPMC matching funds As a result of the amendment, UPMC recorded a $54,472 non-cash operating expense in its

results of operations for the year ended June 30, 2013 The $54,472 is in addition to $4,996 of expense recognized under

the previous agreement, bringing the total expense recognized in UPMC's results of operations for the year ended June 30, 2013

to $59,468

3 CHARITY CARE

UPMC's patient acceptance policy is based on its mission and its community service responsibilities Accordingly, UPMC accepts

patients in immediate need of care, regardless of their ability to pay UPMC does not pursue collection of amounts determined to qualify

as charity care based on established policies of UPMC These policies define charity care as those services for which no payment is

due for all or a portion of the patient's bill For financial reporting purposes, charity care is excluded from net patient service revenue

The amount of charity care provided, determined on the basis of cost, was $99,208 and $86,117 for the years ended June 30, 2013 and

2012, respectively UPMC estimates the cost of providing charity care using the ratio of average patient care cost to gross charges

and then applying that ratio to the gross uncompensated charges associated with providing charity care


&, CASH AND INVESTMENTS

Following is a summary of cash and investments included in the consolidated balance sheets

June 30

- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- - --- ----2013 2012

Internally designated

Funded depreciation $ 9,461 $ 12,113

Employee benefit and workers' compensation

self-insurance programs 63,183 52,070

Professional and general liability insurance program 366,263 324,270

Health insurance programs 543,063 490,904

981 ,970 879 , 3 57

Externally designated

Trusteed assets for capital and debt service payments 4,515 14,391

Donor-restricted assets- --- -- --- -- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --

239,085- --- --- --- --- --- -

228,520--- --- --- ---

243,600 242,911

Other long-term investments---- - - - ---- - ---- - ---- - ---- - ---- - ---- - ---- - ---- - ---- - ---- -

2,776,061---- - ---- - ---- - ---- - ---

2,603,172- ---- - --- ----

Board-designated, restricted, trusteed, and other investments 4,001 , 631 3 ,725,440

Cash and cash equivalents 203,118 245,824

$ 4,204,749 $ 3,971,264

Following is a summary of the composition of cash and investments The table below shows all of UPMC's investments, including

nonalternative investments measured at fair value and alternative investments using either the cost or equity method of accounting

June 30

2013 2012----- - - ----- - - ----- - - ----- - - ----- - - ----- - - ----- - - ----- - - ----- - - ----- - - ----- - - ----- - - ----- - - ----- - - ----- - - ----- - - ----- - - ----- - - ----- - - ----- -Cash and cash equivalents $ 203,118 $ 245,824

Nonalternative investments

Fixed income 1,194,299 1,020,926

Domestic equity 293,807 279,506

International equity 597,221 547,586

Public real estate 43,618 39,764

Long/short equity 102,080 60,892

Absolute return 30,867 -

Commodities-----------------------------------

32,315----------------------

36,3 1 0

2,294,207 1,984,984

Alternative investments

Long/short equity 403,194 368,497

Absolute return 251,320 279,103

Private equity 757,150 824,914

Private real estate 163,187 155,670

Natural resources 132,573 112,272- ---- ---- ---- ---- ---- ---- ---- ---- --- - ---- ---- ---- ---- ---- ---- ---- ---

1,707,424- ---- ----

1,740,456- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

$ 4,204,749- - - - - -

$ 3,971,264


Investments are primarily maintained in MTF and administered using a bank as trustee As of June 30, 2013, UPMC utilized 168

external investment managers, including 28 traditional managers, 26 hedge fund managers, and 114 private equity managers The

largest allocation to any alternative investment fund is $51,828 Certain managers use various equity and interest rate derivatives

These instruments are subject to various risks similar to nonderivative financial instruments, including market, credit, liquidity,

operational, and foreign exchange risk

As of June 30, 2013 and 2012, respectively, UPMC had total investments recorded at cost of $901,326 and $964,085 These

investments include private equity limited partnerships recorded at cost, as well as assets recorded as other assets in the

consolidated balance sheets

Investment return from cash and investments is comprised of the following for the years ended June 30, 2013 and 2012, respectively

Year Ended June 30

2013 2012

Interest income $ 32,384 $ 31,043

Dividend income 24,820 28,549

Net realized gains on sales of securities- - - - -- - - -- -- - -- -- - -- -- - -- -- - -- -- - -- -- - --

253,713-- - -- -- - -- -- - -- -- - -- -- - -- -- - --

95,413-- - -- -- - -- -- - -

310,917 155,005

Unrealized investment gains (losses ) 62,939 (118,116)

Impairment losses on limited partnerships ( 5,457 ) (7,658)

Derivative con-tract s.mark to market

-- -- - - -- -- -- -- -- -- -- -- -- -- -- -- -- -- --9,101

-- -- -- -- -- -- -- -- - --(12,454)

-- --

--- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----66,583

---- ---- ---- ---- ---- 3(138,228)

---- ---- , 2Total investment gain 377,500 16,777

Traditional investment manager and trustee fees- - - - - - - -- - - - -- - - - -- - - - - - -- - - - -- - - - -- - - - -- - - - -- - - - -

(25,049)- - - - -- - - - -- - - - -- - - - -- - - - -- - - - -

(23,236)- - - - -- - - - - - -

Investment revenue (loss) $ 352,451 $ (6,459)

In managing the UPMC investment strategy, an important consideration is to ensure sufficient liquidity While UPMC's relationships

with its external investment managers vary in terms of exit provisions, a percentage of the agreements allow ready access to

underlying assets which are generally liquid and marketable Investment liquidity as of June 30, 2013, is shown below

Liquidity Cash and Cash Nonalternative Alternative

Availability Equivalents Investments Investments Total

Within three days $ 203,118 $ 2,193,910 $ - $ 2,397,028

Within 30 days - 100,297 33,072 133,369

Within 60 days - - 74,060 74,060

Within 90 days - - 240,272 240,272

More than 90 days - - 1,360,020 1,360,020

Total $ 203,118 $ 2,294,207 $ 1,707,424 $ 4,204,749


5 CREDIT ARRANGEMENTS

UPMC has a revolving line and letter of credit facility (the "Revolving Facility") with an available line of $350,000 and an option to

increase the aggregate commitment by $50,000 for a total available line of $400,000 The Revolving Facility expires on June 15,

2016 The Revolving Facility is used to manage cash flow during the year and to provide for a consolidated method of issuing various

letters of credit for certain business units A note to secure UPMC's repayment obligation with respect to the Revolving Facility was

issued under the 2007 Master Trust Indenture ("2007 UPMC MTI") and is secured by a pledge of a security interest in the gross

revenues of UPMC parent corporation, UPMC Presbyterian Shadyside, Magee-Women's Hospital of UPMC, UPMC Passavant and

UPMC St Margaret as members of the obligated group under the 2007 UPMC MTI

Advances may by variable rate based on the prime rate or the Federal Funds effective rates, or advances may be fixed on the date

of the advance based on the British Bankers' Association Interest Settlement Rate and the reserve requirement on Eurocurrency

liabilities No borrowings were outstanding under the Revolving Facility as of June 30, 2013 and 2012

As of June 30, 2013, UPMC has issued $76,476 of letters of credit under the Revolving Facility These letters of credit predominantly

support the capital requirements of certain insurance subsidiaries As of June 30, 2013, there was $273,524 available to borrow

under the Revolving Facility

In addition to the Revolving Facility described above, UPMC has a revolving credit facility with an available line of €18,000 ($23,449)

that is used to support the working capital needs of UPMC Beacon This line was fully drawn at June 30, 2013

6. LONG-TERM OBLIGATIONS AND DERIVATIVE INSTRUMENTS

Long-term obligations consist of the following

June 30

---- - ---- - ---- - ---- - ---- - ---- - ---- - ---- - ---- - ----2013

- ---- - ---- - ---- - ---- - ---- - ---- ----2012

---- - ---- ----Fixed rate revenue bonds $ 2,241 ,977 $ 2,006,834

Variable rate revenue bonds 673,195 797,939

Capital leases and other 278,153 320,056

Par value of long-term obligations 3,193,325 3,124,829

Net premium and other 66,544 45,685

3,259, 869 3,170,514

Less current portion (163,859 ) (150,250)

Total long-term obligations $ 3,096,010 $ 3,020,264

Revenue instruments outstanding represent funds borrowed by the UPMC parent corporation and various subsidiaries pursuant

to loan agreements and lease and sublease financing arrangements with governmental authorities The bond proceeds were used

for the purchase, construction, and renovation of hospital facilities, certain buildings and equipment, as well as the extinguishment

of debt

The fixed rate revenue instruments bear interest at fixed coupon rates ranging from 0 85% to 6 00% in 2013 and from 2 00% to

6 00% in 2012 The average interest cost for the variable rate instruments was 0 98% and 0 87% during fiscal years 2013 and 2012,

respectively Revenue instruments have varying principal payments and final maturities from 2015 through 2042 Certain revenue

bonds are secured by bond insurance ($111,667 and $229,721 in 2013 and 2012, respectively) Reimbursement agreements

($119,110 and $202,103 in 2013 and 2012, respectively) provide loans to UPMC in the amount necessary to purchase the variable

rate demand revenue bonds if not remarketed These revenue bonds are expected to be refunded or remarketed and the

reimbursement agreements terminated during fiscal 2014


UPMC completed its efforts to standardize its bond covenants to be consistent with those contained in the 2007 UPMC MTI by

defeasing a 1995 Master Indenture on August 16, 2012 Revenue instruments in the aggregate amount of debt outstanding of

$2,838,594 and $2,773,128 as of June 30, 2013 and 2012, respectively, are issued under the MTI The instruments are secured

by a pledge of and security interest in gross revenues of the MTI obligated group Certain amounts borrowed under the MTI are

loaned to certain subsidiary corporations pursuant to loan and contribution agreements and require the transfer of subsidiary

funds to the parent corporation in the event of failure to satisfy the UPMC parent corporation liquidity covenant

The various indebtedness agreements contain restrictive covenants, the most significant of which are the maintenance of

minimum debt service coverage and liquidity ratios, and restrictions as to the incurrence of additional indebtedness and transfers

of assets UPMC was in compliance with such covenants as of June 30, 2013 and 2012

Aggregate maturities of long-term obligations for the next five years , assuming remarketing of UPMC 's variable rate debt,

are as follows

2014 $ 163,8592015 306,342

2016 199,884

2017 123,834

2018 283,610

Interest paid, net of amounts capitalized, on all obligations was $135,042 and $133,442 during the years ended June 30, 2013 and

2012, respectively

UPMC maintains interest rate swap programs on certain of its revenue bonds in order to manage its interest rate risk To meet

this objective and to take advantage of low interest rates, UPMC entered into several interest rate swap agreements to manage

interest rate risk The notional amount under each interest rate swap agreement is reduced over the term of the respective

agreement to correspond with reductions in various outstanding bond series

During the term of these agreements, the floating to fixed rate swap converts variable rate debt to a fixed rate and the basis swaps

convert the interest rate on underlying LIBOR-based bonds to the Securities Industry and Financial Markets Association Municipal

Swap Index ("SIFMA Index")

Under the basis swaps, UPMC pays a rate equal to the SIFMA Index, an index of seven-day, high-grade, tax-exempt variable rate

demand obligations The SIFMA Index rates ranged from 0 06% to 0 23% (weighted average rate of 014%) in 2013 and from

0 06% to 0 26% (weighted average rate of 0 15%) in 2012


The following table summarizes UPMC's interest rate swap agreements

Notional Amount at

Swap Maturity Date UPMC Pays

_ -.-_^-

UPMC Receives June 30, 2013 June 30, 2012

Floating to fixed 2025 36% 68% one-month 128,095 134,735

LIBOR

Basis 2021 SIFMA Index 67% three-month 52,155 53,905

LIBOR plus 2077%

Basis 2037 SIFMA Index 67% three-month 46,095 46,095

LIBOR plus 3217%

$ 226,345 $ 234,735

After giving effect to the above derivative transactions, UPMC's variable rate debt was approximately 17% and 21% of the total

debt outstanding as of June 30, 2013 and 2012, respectively

UPMC has also entered into equity-related derivative instruments to manage the asset allocation in its investment portfolio

Under the equity index swap agreements UPMC pays a fixed income-like return in order to receive an equity-like return The notional

amount of these swaps is based upon UPMC's target asset allocation

The following table summarizes UPMC's equity swap agreements

Notional Amount at

Maturity Date UPMC Pays UPMC Receives June 30, 2013 June 30, 2012

2014 Three-month LIBOR MSCI EAFE 100,002 -

plus 1800% Daily Total Return'

2014 Three-month LIBOR S&P 500 Total Return 75,000 -

plus 4000%

2014 Three-month LIBOR MSCI All Country World 75,000 -plus 1000% Daily Total Return'

2013 Three-month LIBOR S&P 500 Total Return 100,000 -

plus 1400%

2013 Three-month LIBOR MSCI EAFE - 100,001minus 2000% Daily Total Return'

2013 Three-month LIBOR S&P 500 Total Return - 74,999

2013 Three-month LIBOR MSCI All Country World - 75,019

minus 1400% Daily Total Return'

2012 Three-month LIBOR S&P 500 Total Return - 100,000

$ 350,002 $ 350,019

The MSCI EAFE Index is o free-flout adjusted market capitalization index that is designed to measure the equity market performance of developed markets,

excluding the US and Canada

The MSCI All Country World Index is o free-flout adj usted market capitalization index that is designed to measure the equity market performance of developed

and emerging markets

I,i .,4^- ,- , " -. ... v. ii -: - I'


The fair value of UPMC's derivative instruments at June 30, 2013 and 2012, was classified in the consolidated balance sheets

as follows

June 30, 2013 June 30, 2012

Other assets $ 4,178 $ 1,257

Long-term obligations ( 21,615) (27,861)

$ (17,437) $ (26,604)

The effects of changes in the fair value of the derivative instruments on the consolidated statements of operations and changesin net assets for the years ended June 30, 2013 and 2012, are as follows

Classification of Unrealized

Gain (Loss ) in Excess of Amount of Unrealized Gain (Loss) inType of Derivative Revenues Over Expenses Excess of Revenues Over Expenses

-- - --- - --- - --- - --- - --- - --- - --- - --- - --- - --- - --- - --- -2013 2012

--- - --- - --- - --- - --- - --- - --- -Interest rate contracts Investment revenue (loss) $ 6,917 $ (7,540)

Equity index contracts Investment revenue (loss)-- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --

2,250 (4,688)-- -- -- -- -- -- -- -- -- -- -- -- -- --

$ 9,167 $ (12,228)

UPMC's derivatives contain provisions that require UPMC's debt to maintain an investment grade credit rating from certain major

credit rating agencies If UPMC's debt were to fall below investment grade, it would be in violation of these provisions, and the

counterparties to the derivatives could request payment or demand immediate and ongoing full overnight collateralization on

derivatives in net liability positions The aggregate fair value of all derivatives with credit-risk-related contingent features that are

in a liability position at June 30, 2013 and 2012, is $18,090 and $25,676, respectively, for which UPMC has posted collateral of

$0 and $400, respectively, in the normal course of business If the credit-risk-related contingent features underlying these

derivatives were triggered to the fullest extent on June 30, 2013, UPMC would be required to post an additional $19,550 of

collateral to its counterparties Pursuant to master netting arrangements, UPMC offsets the fair value of amounts recognized for

derivatives, including the right to reclaim or obligation to return cash collateral from/to counterparties

7. FAIR VALUE MEASUREMENTS

As of June 30, 2013, UPMC held certain assets that are required to be measured at fair value on a recurring basis These include

cash and cash equivalents and certain board-designated, restricted, trusteed, and other investments and derivatives UPMC's

alternative investments are measured using either the cost or equity method of accounting and are therefore excluded from the

fair value hierarchy tables presented herein

The valuation techniques used to measure fair value are based upon observable and unobservable inputs Observable inputs

reflect market data obtained from independent sources, while unobservable inputs are generally unsupported by market activity

The three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, include

Level 1- Quoted prices for identical assets or liabilities in active markets

Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in

markets that are not active, and model-driven valuations whose inputs are observable or whose significant value drivers

are observable

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value

of the assets or liabilities


The following tables represent UPMC's fair value hierarchy for its financial assets (cash and investments) and liabilities measured

at fair value on a recurring basis as of June 30, 2013 and 2012 The interest rate swaps are valued using internal models, which

are primarily based on market observable inputs, including interest rate curves When quoted market prices are unobservable for

fixed income securities, quotes from independent pricing vendors based on recent trading activity and other relevant information,

including market interest rate curves, referenced credit spreads and estimated prepayment rates where applicable, are used for

valuation purposes These investments are included in Level 2 and include corporate fixed income, government bonds, mortgage-

and asset-backed securities and money market securities, which are included within fixed income and long/short equity The net

asset value has been derived using quoted market prices for the underlying securities

Total Carrying

Levell Level2 Level3 Amount

Cash and cash equivalents $ 198,970 $ 4,148 $ - $ 203,118

Fixed income 335,976 858,323 - 1,194,299

Domestic equity 285,182 8,625 - 293,807International equity 496,652 100,569 - 597,221

Public real estate 43,618 - - 43,618

Commodities 32,315 - - 32,315

Long/short equity 49,144 52,936 - 102,080

Absolute return - 30,867 - 30,867Derivative instruments - 4,178 - 4,178

Total assets $ 1,441,857 $ 1,059,646 $ - $ 2,501,503

Derivative instruments - 21,615 - 21,615

Total liabilities- - ---- - ---- - ---- - ---- - ---- - ----

$ -- ---- - ---- - ---- - ---- - ---

$ 21,615- - ---- - ---- - ---

$ - $ 21,615- - ---- - ---- - ---- - ---- - ---- - -

Total Carrying

Levell Level2 Level3 Amount-- - - ---- - - ---- - - ---- - - ---- - - ---- - - ---- - - ---- - - ---- - - ---- - - ---- - - ---- - - ---- - - ---- - - ---- - - ---- - - ---- - - ---- - - ---- - - ---- - -

Cash and cash equivalents $ 207,730 $ 38,094 $ - $ 245,824

Fixed income 321,123 699,803 - 1,020,926Domestic equity 271,652 7,854 - 279,506

International equity 447,925 99,661 - 547,586

Public real estate 39,764 - - 39,764

Commodities 36,310 - - 36,310Long/short equity 33,997 26,895 - 60,892


Total assets $ 1,358,501 $ 873,564 $ - $ 2,232,065


Total liabilities $ - $ 27,861 $ - $ 27,861

In 2012, the fair value of certain money market securities was reported as Level 1 securities The June 30, 2012 amounts have been

adjusted to reflect money market securities as Level 2 Total Level 1 securities as previously reported and as revised were $1,524,933

and $1,358,501, respectively, and total Level 2 securities as previously reported and as revised were $707,132 and $873,564,

respectively The revision of this disclosure is not considered material to the consolidated financial statements of UPMC


8s PENSION PLANS

UPMC and its subsidiaries maintain defined benefit pension plans (the "Plans"), defined contribution plans, and nonqualified

pension plans that cover substantially all of UPMC's employees Under the defined contribution plans, employees may elect to

contribute a percentage of their salary, which is matched in accordance with the provisions of the plans Employer contributions

to the nonqualified pension plans are based on a percentage of salary or contractual arrangements Total expense relating to the

aforementioned pension plans was $140,125 and $134,661 for the years ended June 30, 2013 and 2012, respectively Total

expense related to the defined contribution plans and nonqualified plans was $69,778 and $67,075 for the years ended June 30,

2013 and 2012, respectively

Benefits under the Plans vary and are generally based upon the employee's earnings and years of participation It is UPMC's policy

to meet the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA") and the Pension Protection Act of

2006 UPMC's policy is to contribute amounts sufficient to, among other things, avoid Pension Benefit Guaranty Corporation

variable premiums Contributions made to the Plans were $137,001 and $69,090 for the years ended June 30, 2013 and 2012,

respectively

The table below sets forth the accumulated benefit obligation, the change in the projected benefit obligation, and the change in

the assets of the Plans The table also reflects the funded status of the Plans as well as recognized and unrecognized amounts in

the consolidated balance sheets

June 30

2013 2012

Accumulated benefit obligation $ 1,255,464 $ 1,207,824

Projected benefit obligation at beginning of year

Service costInterest cost

Actuarial loss

Plan settlements

Benefits paid

Projected benefit obligation at end of year

Fair value of plan assets at beginning of yearActual return on plan assets

Employer contributions

Plan settlements

Benefits paid

$ 1,239,815 $ 1,149,267

71,623 64,84250,574 58,520

4,044 27,940

(4,167) -

(71,162 ) (60,754)

1,290,727 1,239,815

999,345 994,22598,901 (3,216)

137,001 69,090

(4,167) -

(71,162 ) (60,754)

1,159,918 999,345Fair value of plan assets at end of year

Accrued pension liability $ 130,809 $ 240,470


Included in unrestricted net assets at June 30, 2013 and 2012, respectively, are the following amounts that have not yet been

recognized in net periodic pension cost

June 30

2013 2012

Unrecognized prior service credit $ 652 $ 1,603Unrecognized net actuarial loss (350,352) (394,316)

Unrecognized transition asset 9 15---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---

$ (349,691 ) $ (392,698)

Changes in plan assets and benefit obligations recognized in unrestricted net assets during 2013 and 2012 include

June 30

2013 2012

Current year net actuarial gain (loss ) $ 6,279 $ (110,806)

Amortization of actuarial gain 37,685 26,036Amortization of net prior service (cost) credit (957) 2,098

$ 43,007 $ (86,868)

No plan assets are expected to be returned to UPMC during the year ending June 30, 2014

The components of net periodic pension cost for the Plans were as follows

Year Ended June 30

2013 2012

Service cost $ 71,623 $ 64,844

Interest cost 50,574 58,520

Expected return on plan assets ( 88,579 ) (79,652)Recognized net actuarial loss 36,393 26,036

Settlement charge 1,287 -

Amortization of prior service credit (951) (2,096)

Net periodic pension cost $ 70,347 $ 67,652

The actuarial assumptions used to determine the benefit obligations and net periodic pension cost for the Plans are as follows

June 30

2013 2012

Discount ratesUsed for benefit obligations 4.72% 4 32%

Used for net periodic pension cost 4.32% 5 35%

Expected rate of compensation increase

Used for benefit obligations Age-graded Age-gradedUsed for net periodic pension cost Age-graded Age-graded

Expected long-term rate of return on plan assets 8.00% 8 00%

Interest crediting rate 3.72% 3 32%

The change in discount rate from 4 32% to 4 72% and the change in interest crediting rate from 3 32% to 3 72% decreased the

projected benefit obligation as of June 30 , 2013 by $19,254


The following pension benefit payments, which reflect expected future service, as appropriate, are expected to be paid in the years

ending June 30

2014 $ 111,989

2015 100,337

2016 104,733

2017 109,9182018 115,285

2019-2023-- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --

612,372-- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --

UPMC employs a total return investment approach whereby a mix of equities and fixed income investments are used to maximize

the long-term return of plan assets subject to accepting a prudent level of risk Risk tolerance is established through consideration

of plan liabilities, plan funded status, and corporate financial condition The pension portfolio contains a diversified blend of equity,

fixed-income, and alternative investments Equity investments are diversified across United States and non-United States

corporate stocks, as well as growth, value, and small and large capitalizations Other assets such as real estate, private equity,

and hedge funds are used to enhance long-term returns while improving portfolio diversification UPMC's external investment

managers may use derivatives to gain market exposure in an efficient and timely manner Investment risk is measured and

monitored on an ongoing basis through quarterly investment portfolio reviews, annual liability measurements, and periodic

asset/liability studies

As of June 30, 2013, UPMC employed 108 external investment managers to handle the investment of the assets in the pension

portfolio Of these, 17 managers manage equity investments, 5 manage fixed income investments, and 86 managers oversee

alternative investment strategies The largest single fund allocation to any alternative investment manager is $14,350

The following is a summary of the pension plan asset allocations at June 30, 2013 and 2012

2013 2012 Target

Nonalternative investments

Fixed income 11.3% 11 0% 100%Domestic equity 15.7% 150% 15 0%International equity 22.9% 220% 25 0%

Total nonalternative investments 49.9% 48 0% 50 0%

Real assetsReal estate 4.7% 49% 40%Income opportunities 0.1% 01% 2 0%

Natural resources------ - -------- - -------- - -------- - -------- - -------- - -------- - -------- - ------

3.1%-- - -------- - -------- - -------- - -------- - -------- - ------

2 9%-- - -------- - -------- - -------

40%- - -------- - -------- -

Total real assets 7.9% 7 9% 10 0%

Alternative investments

Long/short equity 11.7% 10 7% 15 0%

Absolute return 8.9% 9 0% 10 0%

Private equity 21.6% 24 4% 15 0%

Total alternative investments 42.2% 441% 40 0%

Total 100.0% 1000% 1000%


All of the Plans' assets are measured at fair value, including its alternative investments The same levels of the fair value hierarchy

as described in Note 7 are used to categorize the Plans' assets Corporate debt instruments and fixed income/bonds are valued

using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows The fair value of common/

collective trust funds is determined by the issuer sponsoring such funds by dividing the fund's net assets at fair value by its units

outstanding at the valuation dates Partnership interests are valued using net asset value ("NAV"), which is based on the unit

values of the interests as determined by the issuer sponsoring such interests dividing the fund's net assets at fair value by its units

outstanding at the valuation dates

The fair values of the Plans' assets at June 30, 2013, by asset category and by the level of inputs used to determine fair value,

were as follows

Level1 Level 2 Level 3 Total

Cash $ 535 $ - $ - $ 535

Equity securities

Domestic equity 179,337 - - 179,337International equity 212,299 - - 212,299

US REITS 18,353 - - 18,353

Fixed income

Government securities 1,212 - - 1,212Corporate debt instruments - 21,505 - 21,505

Common collective trusts 96,372 49,515 - 145,887

Private equity and hedge partnerships

Private real estate - - 50,380 50,380Private natural resources - - 36,466 36,466

Absolute return hedge funds - 19,978 83,054 103,032

Long/short hedge funds 13,180 14,190 108,088 135,458

Private equity - - 254,426 254,426Net receivables 1,028 - - 1,028

Plans' assets at fair value $ 522,316 $ 105,188 $ 532,414 $ 1,159,918


The fair values of the Plans' assets at June 30, 2012, by asset category and by the level of inputs used to determine fair value, were

as follows

Level1 Level 2 Level 3 Total

Cash $ 326 $ - $ - $ 326Equity securities

Domestic equity 172,434 - - 172,434

International equity 168,540 - - 168,540

U S REITS 17,017 - - 17,017Fixed income

Government securities 6,341 - - 6,341

Corporate debt instruments - 9,210 - 9,210

Common collective trusts - 104,881 - 104,881

Private equity and hedge partnershipsPrivate real estate - - 47,557 47,557

Private natural resources - - 29,316 29,316

Absolute return hedge funds - - 77,623 77,623

Long/short hedge funds 8,420 6,661 104,548 119,629Private equity - - 246,002 246,002

Net receivables 469 - - 469

Plans ' assets at fair value $ 373,547 $ 120,752 $ 505,046 $ 999,345

Changes in the fair value of the Plans' Level 3 assets for the year ended June 30, 2013, were as follows

Level 3

Balance, June 30, 2012 $ 505,046

Actual return on plan assets

Related to assets still held at the reporting date 22,681Related to assets sold during the period 17,019

Purchases, sales, issuances and settlements (net) (12,332)

Balance , June 30, 2013 $ 532,414


9 PROFESSIONAL AND GENERAL LABILITY INSURANCE

UPMC is insured for professional and general liability losses through wholly owned, multi provider insurance companies ("Captives")

as well as commercial coverage The Captives provide primary and excess professional liability coverage to UPMC subsidiaries,

employed physicians of UPMC, and other entities not included in the consolidated financial statements

Certain insurance agreements have retrospective clauses that permit additional premiums or refunds to be made based on actual

experience The reserve for professional and general liability indemnity losses and loss adjustment expenses is determined using

individual case-based evaluations and statistical analyses and represents an estimate of reported claims and claims incurred but

not reported Those estimates are subject to the effects of trends in loss severity and frequency Although considerable variability

is inherent in such estimates, management believes that the reserves for professional and general liability losses and loss

adjustment expenses are reasonable The estimates are reviewed and adjusted as necessary as experience develops or new

information becomes known Such adjustments are included in current operations Reserves for professional and general liability

losses and loss adjustment expenses of approximately $303,044 and $272,976 discounted at 0 75% and 1 25% were recorded

as of June 30, 2013 and 2012, respectively The effect of the change in discount rate from 1 25% to 0 75% increased the reserves

for professional and general liability losses by approximately $3,600 At June 30, 2013 and 2012, respectively, $61,933 and

$60,209 of the loss reserves are included in current accrued insurance reserves and $241,111 and $212,767 are reported as

accrued long-term insurance reserves

The Medical Care Availability and Reduction of Error ("MCARE") Act was enacted by the legislature of the Commonwealth of

Pennsylvania ("Commonwealth") in 2002 This Act created the MCARE Fund, which replaced The Pennsylvania Medical Professional

Liability Catastrophe Loss Fund (the "Medical CAT Fund"), as the agency for the Commonwealth to facilitate the payment of

medical malpractice claims exceeding the primary layer of professional liability insurance carried by UPMC and other health care

providers practicing in the Commonwealth

The MCARE Fund is funded on a "pay as you go basis" and assesses health care providers based on a percentage of the rates

established by the Joint Underwriting Association (also a Commonwealth agency) for basic coverage The MCARE Act of 2002

provides for a further reduction to the current MCARE coverage of $500 per occurrence to $250 per occurrence and the eventual

phaseout of the MCARE Fund, subject to the approval of the PA Insurance Commissioner To date, the PA Insurance Commissioner

has deferred the change in coverage and eventual phaseout of the MCARE Fund to future years

10. WORKERS' COMP NSAT90M SELF-INSURANCE

UPMC is self-insured for workers' compensation for losses up to a maximum limit of $1,000 per occurrence, with the exception

of a few subsidiaries that are commercially insured with statutory limits Losses incurred over this limit are covered by a

supplemental catastrophic policy up to specified limits with a commercial insurer Estimated accruals for workers' compensation

were $24,247 and $25,109 discounted at 4 00% as of June 30, 2013 and 2012

11. RELATED-PARTY TRANSACTIONS

UPMC purchases and sells certain services from and to the University The most significant payment to the University is for

physician services whereby the University, acting as a common paymaster, invoices UPMC for the clinical services rendered by

certain faculty and medical residents Payments to the University related to physician services amounted to $149,132 and

$144,265 for the years ended June 30, 2013 and 2012, respectively UPMC provides direct financial support to the University to

sustain the research and academic medical enterprise of the University Payments to the University related to research and

academic support amounted to $97,098 and $94,255 for the years ended June 30, 2013 and 2012, respectively

- _ ,- ._rii -_ ci, .- -[.; - 21S

NOTES CONSOLIDATED FINANCIAL STATEMENTS(N THOUSANDS)

UPMC has various facility rental agreements with the University UPMC received rent income of $23,637 and $23,686 and

incurred rent expense of $10,136 and $10,132 related to rental arrangements with the University for the years ended June 30, 2013

and 2012, respectively, which are also included in Note 12

The University subcontracts with UPMC to perform research activity Payments from the University related to research activity

were $37,237 and $37,766 for the years ended June 30, 2013 and 2012, respectively

UPMC has equity investments in entities that sell and purchase various patient care-related services to and from UPMC Payments

to equity investment entities were $63,038 and $49,580 for the years ended June 30, 2013 and 2012, respectively Revenues

from equity investment entities were $77,624 and $58,680 for the years ended June 30, 2013 and 2012, respectively

Receivables and payables are settled with affiliated entities in the normal course of business Other receivables include $12,694

and $18,099 as of June 30, 2013 and 2012, respectively, relating to amounts due from affiliates in connection with these transactions

12, OPERATING LEASES AND OTHER LONG-TERM AGREEMENTS

UPMC has entered into certain long-term agreements with respect to facilities, equipment, and services with affiliated and other

entities The terms of the agreements generally range from 1 to 25 years with renewal options up to 15 years Total expense under

these agreements was approximately $113,047 and $115,971 for the years ended June 30, 2013 and 2012, respectively, for all

long-term agreements

Future payments under noncancelable long-term agreements for the next five years and thereafter are as follows

----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----2014 $ 98,2782015 80,132

2016 64,122

2017 43,397

2018 35,623Thereafter 269,760

- - ----- - ----- - ----- - ----- - ----- - ----- - ----- - ----- - ----- - ----- - ----- - ----- - ----- - ----- - ----- - ----- - ----- - ----- - ----- -

Approximately 3 4% of total future payments are subject to adjustment based upon inflation or mutual negotiations Approximately

6 1% of these payments are due to the University

'1 3 . IO TAXES

UPMC calculates income taxes using the balance sheet method for its taxable subsidiaries Taxable income differs from pretax

book income principally due to certain income and deductions for tax purposes being recorded in the financial statements in

different periods Deferred income tax assets and liabilities are recorded for the tax effect of these differences using enacted tax

rates for the years in which the differences are expected to reverse UPMC assesses the realization of deferred tax assets and the

need for a valuation allowance to reduce those assets to their net realizable value based on future operations, reversal of existing

temporary differences, carryforward and carryback periods for credits and net operating losses, and potential tax planning

strategies that may exist

Tax benefits are recognized when it is more likely than not that a tax position will be sustained upon examination by the tax

authorities based on the technical merits of the position Such tax positions are measured as the largest amount of tax benefit

that is greater than 50% likely to be realized upon ultimate settlement with the tax authorities assuming full knowledge of the

position and all relevant facts As of June 30, 2013, UPMC does not have any unrecorded tax benefits

As of June 30, 2013, the for-profit entities of UPMC had gross federal net operating loss ("NOL") carryforwards of $332,361

(expiring in years 2018 through 2033) and gross state NOL carryforwards of $185,927 (expiring in years 2019 through 2033) that


are available to offset future taxable income Utilization of the state NOL carryforwards in any one year is limited to the greater

of $3,000 or 20% of taxable income on an annual basis per company During the year ended June 30, 2013, UPMC realized tax

benefits of $1,001 from the use of NOL carryforwards Net deferred tax assets of $133,412, primarily related to NOL carryforwards,

have a valuation allowance recorded against them of $127,854 due to the uncertainty of realizing these benefits in the future

The following table presents deferred tax assets as of June 30

2013 2012

Deferred tax assetsFederal NOL $ 113,003 $ 95,475

Accrued benefits 8,510 7,851

Alternative minimum tax credit carryover and other 11,899 20,770

133,412 124,096Less valuation allowance (127,854) (118,538)

$ 5,558 $ 5,558

14 FUNCTIONAL EXPENSES

UPMC provides general health care services primarily to residents within its geographic location and supports research and

education programs For the years ended June 30, 2013 and 2012, expenses related to providing these services were as follows

2013 2012

Hospital health care services, including health insurance costs $ 7,364,966 $ 6,984,597

Other health care services 1,341 ,613 1,225,599

Academic and research activities 444,712 398,419Administrative support 1,241 ,842 1,033,504

$ 10,393,133 $ 9,642,119

I . COMMITMENTS

In December 2000, UPMC entered into a long-term agreement with a software vendor in connection with a system-wide

technology initiative to improve the quality of patient care through the development of a real-time patient electronic health record

providing for clinical documentation and order entry Under the agreement, UPMC will receive the right to the license, installation,

upgrade, and maintenance related to all current fixed fee software through December 2019 As of June 30, 2013, there were future

purchase commitments of $19,300 related to software upgrades and maintenance payable in annual installments through

December 2019

In April 2005, UPMC entered into an eight-year, joint development agreement with IBM to transform UPMC's information

technology infrastructure and to create new technology solutions UPMC's technology infrastructure was reengineered to an

on-demand computing model that is geared toward innovation, yet adaptable and flexible to meet ongoing business needs and

growth In return for these products and services, UPMC contractually committed $350,010 payable over thirteen years, roughly

in equal monthly installments As of June 30, 2013, $29,539 of this commitment remained In June 2012, UPMC executed a four-

year agreement beginning July 1, 2012 under which UPMC will acquire a broad array of software and associated maintenance

totaling approximately $50,475 Additionally, UPMC executed an agreement for the acquisition of hardware used within its

technology infrastructure, which effectively extends the existing agreement through June 30, 2016 UPMC's commitment to

purchase hardware under the new agreement totals $70,502 and is payable through June 30, 2016

C,T


116. CONTINGENCIES

UPMC is involved in litigation and responding to requests for information from governmental agencies occurring in the normal

course of business Certain of these matters are in the preliminary stages and legal counsel is unable to estimate the potential

effect, if any, upon the results of operations or financial position of UPMC Management believes that these matters will be

resolved without material adverse effect on UPMC's results of operations or financial position However, the ultimate outcome

and effect on UPMC's financial statements is unknown

In April 2009, a lawsuit was filed by West Penn Allegheny Health System ("WPAHS") against UPMC and Highmark in the United

States District Court for the Western District of Pennsylvania (the "WPAHS matter") WPAHS alleged that UPMC and Highmark

violated the Sherman Antitrust Act and that UPMC tortiously interfered with W PARS' existing and prospective business relations

WPAHS sought equitable relief and unspecified compensatory, treble and punitive damages In October 2011, WPAHS voluntarily

dismissed all of its claims against Highmark and moved for leave to file a Second Amended Complaint (the "SAC") In particular,

WPAHS sought leave to drop its claims that a UPMC Highmark conspiracy caused its decline and to focus all of its remaining

claims on a theory that UPMC's allegedly "predatory tactics" were solely responsible for its decline Although UPMC opposed

WPAHS' motion for leave, in April 2012, the Court granted WPAHS' motion to file the SAC In May 2012, UPMC and Highmark

entered into a Mediated Agreement, a material term of which is that once Highmark acquires control of WPAHS, Highmark will

dismiss WPAHS' antitrust claims against UPMC with prejudice UPMC answered the SAC, denying that it had any liability for the

claims asserted therein In addition, UPMC filed a counterclaim against WPAHS, alleging that it had conspired with Highmark to

allow Highmark to prevent the entry and expansion of other national insurers in the market and to impair the UPMC Health Plan's

viability as a potential insurance competitor UPMC also filed a companion lawsuit alleging similar allegations and claims against

Highmark and WPAHS (the "UPMC matter") In June 2012, UPMC filed an Amended Answer and Amended Counterclaim and

WPAHS moved to dismiss UPMC's counterclaim in the WPAHS matter In October 2012, UPMC amended its Counterclaims

against WPAHS and WPAHS moved to dismiss those counterclaims The Court entertained oral argument on WPAHS' motion to

dismiss on January 4, 2013 On June 27, 2013, UPMC moved to enforce the Mediated Agreement's provision obligating Highmark

to compel WPAHS to dismiss the lawsuit High mark has opposed that motion The parties await a ruling from the Court on that

motion UPMC continues to believe that WPAHS' allegations have no merit and expects that the matter will be resolved without

any material adverse effect on UPMC's results of operations or financial position However, the ultimate outcome and effect on

UPMC's financial statements is unknown

In December 2010, a proposed class action was filed in United States District Court for the Western District of Pennsylvania by

Royal Mile Company, Inc, and certain related entities and persons against UPMC and Highmark In that action the plaintiffs

alleged that UPMC and Highmark had conspired to allow Highmark to charge excessive, above-market premiums for health

insurance The complaint closely tracks the allegations made by WPAHS in its lawsuit (described above) The action has been

designated as "related" to the WPAHS lawsuit and has been assigned to the same District Court Judge Although the case had

been stayed pending the disposition of petitions for certiorari being filed in the WPAHS lawsuit, the District Court Judge lifted the

stay following the denial of the petitions for certiorari The plaintiffs filed an Amended Complaint in August 2012, which included

two additional antitrust counts against UPMC based on its alleged conspiracy with Highmark In September 2012, both UPMC

and Highmark filed motions to dismiss plaintiffs' Amended Complaint The parties await a hearing and ruling on UPMC's and

Highmark's motions to dismiss plaintiffs' claims In January 2013, the plaintiffs' moved to withdraw their proposed settlement

with Highmark, contending that Highmark misled them about the value of the settlement Although Highmark originally opposed

the plaintiffs' motion to withdraw the settlement, Highmark filed a notice in May 2013 that it no longer opposes that motion

Discovery on the claims continues UPMC continues to believe that the plaintiffs' allegations have no merit and expects that the

matter will be resolved without any material adverse effect on UPMC's results of operations or financial position However, the

ultimate outcome and effect on UPMC's financial statements is unknown

J, - _, i- - ^. .. ,, =,T, ^ - 27


In March and Apri12009, several related class action lawsuits were filed against UPMC and certain of its affiliates in the Federal

District Court for the Western District of Pennsylvania ("District Court") and the Court of Common Pleas for Allegheny County,

Pennsylvania The Federal District Court cases allege violations of The Fair Labor Standards Act ("FLSA") on the basis that certain

employees were not paid for all hours that they worked and were not properly paid overtime and, further, that these actions also

violated the Employee Retirement Income Security Act ("ERISA") and the Racketeer Influenced and Corrupt Organizations Act

("RICO") The state court actions allege violations of the Pennsylvania Minimum Wage Act, The Wage Payment and Collection

Act and common law on the same factual basis noted above The lawsuits seek recovery of alleged unpaid wages and benefits

and other monetary damages and costs In 2012, the Court in two of the federal class action lawsuits entered an Order granting

UPMC's motion to decertify the collective action that had been conditionally entered at an earlier date The Plaintiff's filed an

unopposed Motion for Voluntary Dismissal with Prejudice for the purposes of appeal in both cases The District Court signed a

generic'Order of Dismissal with Prejudice' in both cases which includes the named Plaintiffs One case is now on appeal to Third

Circuit, and one case is pending appeal, on the issue of the denial of the class certification UPMC is currently evaluating the effect

of the lawsuits on UPMC's results of operations or financial position However, the ultimate outcome and effect on UPMC's

financial statements is unknown

In November 2010, the DOJ opened an investigation into whether or not certain hospitals nationwide submitted claims to

Medicare for payment related to the implantation of implantable cardioverter defibrillators that were excluded from Medicare

coverage UPMC is in the process of reviewing these claims related to this investigation The outcome and ultimate effect on

UPMC's financial statements cannot be determined at this time However, the ultimate outcome and effect on UPMC's financial

statements is unknown

In January 2012, UPMC Hamot was served with a Complaint in Pennsylvania federal court naming it as a defendant in a qui tam

action, along with a private physician practice UPMC Hamot moved to dismiss the Complaint in April 2012 The Relator opposed

UPMC Hamot's motion to dismiss in June 2012 In November 2012, the Court granted UPMC Hamot's motion in part and denied

it in part The Relator filed an Amended Complaint UPMC Hamot moved to dismiss the Amended Complaint in January 2013 In

July 2013, the Court denied UPMC Hamot's motion to dismiss UPMC Hamot's deadline to answer the Complaint is September

18, 2013 The outcome and ultimate effect on UPMC's financial statements cannot be determined at this time However, the

ultimate outcome and effect on UPMC's financial statements is unknown

In July 2012, a class action suit was filed against UPMC and other defendants in the Allegheny County Court of Common Pleas

alleging Pennsylvania wage and hour violations The Complaint alleges that RN staff members with a BSN were not assessed the

pay differential and seeks damages for that differential as well as liquidated damages and interest UPMC filed preliminary

objections which were sustained in part and overruled in part resulting in the dismissal of all named defendants except UPMC

UPMC also filed an Answer with new matter, denying all material allegations Discovery is ongoing The outcome and ultimate

effect on UPMC's financial statements cannot be determined at this time However, the ultimate outcome and effect on UPMC's

financial statements is unknown

In September 2012, a suit was filed against UPMC, Maxim Staffing Solutions, Inc ("Maxim") and Medical Solutions, LLC, in the

Allegheny County Court of Common Pleas ("Common Pleas Court") alleging the defendants acted negligently in failing to prevent

a Maxim employee, staffed at UPMC between March 2008 and May 2008, from spreading the Hepatitis C virus ("HCV") UPMC

then notified the Pennsylvania Attorney General that this employee was terminated from UPMC for violations related to attempts

to switch syringes Additionally, in September 2012, a Pennsylvania resident filed a putative class action suit against UPMC and

Maxim in the Common Pleas Court alleging that the defendants negligently failed to properly hire, investigate and retain and/or

supervise the employee This case, which does not allege contraction of HCV, brought the action on behalf of a putative class

consisting of persons who were potentially and unwittingly exposed to the blood borne illnesses" of the employee while he

worked at UPMC In October 2012, others who have allegedly contracted HCV filed a putative class action against UPMC and

Maxim in Common Pleas Court alleging that UPMC acted negligently in failing to prevent approximately 2,000 former patients


and their spouses and significant others from being exposed to HCV These two class actions have been limited to only physical

injury from the needlestick for HCV testing In December 2012, a Kansas husband and wife and other plaintiffs filed three putative

actions in Common Pleas Court against UPMC, Maxim and a third defendant also alleging that UPMC acted negligently in failing

to prevent former patients and their spouses and significant others from being exposed to HCV UPMC has filed preliminary

objections to all of these actions These cases have been dismissed, but the plaintiffs filed a motion to reconsider The outcome

and ultimate effect on UPMC's financial statements cannot be determined at this time However, the ultimate outcome and effect

on UPMC's financial statements is unknown

In March 2013, the City of Pittsburgh filed an action against UPMC in the Allegheny County Court of Common Pleas ("Common

Pleas Court") seeking a declaration that UPMC is not an "institution of purely public charity" under Pennsylvania law and,

therefore, is ineligible for a charitable exemption under the City's payroll tax ordinance The City also seeks an order requiring

UPMC to pay payroll taxes dating back to March 2007 In April 2013, UPMC removed the City's action to federal court That same

month, UPMC moved to dismiss the City's action In August 2013, the federal court remanded the action back to state court The

outcome and ultimate effect on UPMC's financial statements cannot be determined at this time However, the ultimate outcome

and effect on UPMC's financial statements is unknown

17, SUBSEQUENT EVENTS

Management evaluated events occurring subsequent to June 30, 2013 through September 5, 2013, the date the audited consolidated

financial statements of UPMC were issued

On July 1, 2013, UPMC, Altoona Regional Health System ("Altoona") and Altoona's supporting foundation, The Foundation for Life,

executed an Integration and Affiliation Agreement (the "Agreement") providing for an affiliation between UPMC and Altoona

Altoona is a multi-institutional nonprofit health system that includes hospitals and a network of other health care providers servicing

the city of Altoona and a larger multi-county area in western Pennsylvania The transaction is intended to preserve and enhance the

mission of Altoona and to enhance Altoona's ability to provide high-quality health services to the Altoona community On the date

of the affiliation, the articles of incorporation and bylaws of Altoona were amended such that UPMC became the sole corporate

member of Altoona

As a result of the affiliation, UPMC acquired approximately $363,000 of total assets, consisting primarily of $151,000 of net property,

plant and equipment and $113,000 in cash and investments, and assumed approximately $238,000 of Altoona's liabilities consisting

primarily of $98,000 in long-term debt obligations and $74,000 of pension obligations Pursuant to the Agreement, UPMC will

provide Altoona with a total investment of $250,000 over a 10-year period that will support expansion and enhancement of medical

services for the communities that Altoona serves Additionally, UPMC will provide seed funding in the amount of $10,000 to The

Foundation for Life As the date of this report, the initial accounting for this acquisition was being assessed and subject to external

valuation Accordingly, disclosures for the amounts recognized as of the acquisition date have not been presented

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